Common use of Payment of Expenses, etc Clause in Contracts

Payment of Expenses, etc. Borrower agrees to: (i) pay all reasonable out-of-pocket costs and expenses of Lender (including, without limitation, the reasonable fees and disbursements of counsel to Lender, including Rosenman & Colin LLP) in connection with the negotiation, preparation, execution and delivery of the Loan Documents, in connection with the Borrower's chapter 11 case pending in the Bankruptcy Court, and in connection with the negotiation, documentation and enforcement relating to the DFS Assigned Claim; (ii) pay all reasonable out-of-pocket costs and expenses of Lender (including, without limitation, the reasonable attorneys' fees and disbursements in connection with the enforcement of, or the preservation of rights under, this Agreement and any of the other Loan Documents (including, without limitation, in any bankruptcy, insolvency, reorganization or similar proceedings) and in connection with the Borrower's chapter 11 case pending in the Bankruptcy Court, and in connection with the negotiation, documentation and enforcement relating to the DFS Assigned Claim); (iii) pay and hold Lender harmless from and against any and all present and future stamp and other similar taxes with respect to this Agreement and the other Loan Documents and save Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to Lender) to pay such taxes; (iv) pay all filing and recording fees relating to, and taxes and other charges incurred in connection with, perfecting, maintaining and protecting the Liens created or contemplated to be created pursuant to the Security Documents, and (v) indemnify Lender, its officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages, costs or expenses (including, without limitation, any and all losses, liabilities, claims, damages, costs or expenses arising out of or relating to any Environmental Laws or Environmental Condition) incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (including, without limitation, the Borrower's chapter 11 case pending in the Bankruptcy Court) (whether or not Lender is a party thereto) related to the entering into and/or performance of any Loan Document or the use of the proceeds of any Term Note hereunder or the consummation of any other transactions contemplated in any Loan Document or with respect to the DFS Assigned Claim and the Lender's negotiation, documentation and enforcement thereof, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified).

Payment of Expenses, etc. Borrower agrees The Borrowers agree to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of Lender the Administrative Agent and the Joint Lead Arrangers in connection with the syndication of the Facilities, the negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto (including, without limitation, the reasonable fees and disbursements of Xxxxx & Xxxxxxx, special FAA counsel to Lenderthe Administrative Agent, including Rosenman and Xxxxxx & Colin Bird LLP, counsel to the Administrative Agent and SunTrust Xxxxxxxx Xxxxxxxx, Inc.) in connection with and the negotiation, preparation, execution creation and delivery perfection of the Loan Liens created under the Security Documents, in connection with the Borrower's chapter 11 case pending in the Bankruptcy Court, and in connection with the negotiation, documentation and enforcement relating to the DFS Assigned Claim; (ii) pay all reasonable out-of-pocket costs and expenses of Lender the Administrative Agent, the Joint Lead Arrangers and each of the Lenders in connection with the enforcement (including pursuant to the administration of any bankruptcy proceeding relating to any Credit Party) or preservation of any rights under this Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable attorneys' fees and disbursements in connection with of counsel for the enforcement ofAdministrative Agent, or the preservation Letter of rights under, this Agreement Credit Issuer and any for each of the other Loan Documents Lenders), including such out-of-pocket costs and expenses incurred during any refinancing, work-out or restructuring (includingpursuant to any insolvency or bankruptcy proceeding or otherwise) in respect of this Agreement, without limitation, in any bankruptcy, insolvency, reorganization the Loans or similar proceedings) and in connection with the Borrower's chapter 11 case pending in the Bankruptcy Court, and in connection with the negotiation, documentation and enforcement relating to the DFS Assigned Claim)Letters of Credit; (iii) pay and hold Lender each of the Lenders harmless from and against any and all present and future stamp stamp, court or documentary taxes or any other excise or property taxes or charges and other similar taxes with respect to this Agreement the foregoing matters and save the Administrative Agent and each of the Lenders and the other Loan Documents and save Lender Letter of Credit Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to Lender) to pay such taxes; and (iv) pay all filing indemnify the Administrative Agent, the Letter of Credit Issuer and recording fees relating toeach Lender, and taxes and other charges incurred in connection with, perfecting, maintaining and protecting the Liens created or contemplated to be created pursuant to the Security Documents, and (v) indemnify Lender, its each of their respective officers, directors, employees, representatives representatives, agents, affiliates, trustees and agents investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages, penalties, claims, damagesactions, costs or judgments, suits, costs, expenses and disbursements (including, without limitation, any including reasonable attorneys’ and all losses, liabilities, claims, damages, costs or expenses arising out of or relating to any Environmental Laws or Environmental Conditionconsultants’ fees and disbursements) incurred by by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (x) any investigation, litigation or other proceeding (including, without limitation, the Borrower's chapter 11 case pending in the Bankruptcy Court) (whether or not the Administrative Agent, the Letter of Credit Issuer or any Lender is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any Loan other Credit Document or the use of any Letter of Credit or the proceeds of any Term Note Loans hereunder or the consummation of the Acquisition or the Refinancing or any other transactions contemplated herein or in any Loan other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (y) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by either of Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with respect any Environmental Law (including applicable permits thereunder) applicable to the DFS Assigned any Real Property, or any Environmental Claim and the Lender's negotiationasserted against Holdings or any of its Subsidiaries or any Real Property at any time owned, documentation and enforcement thereofleased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of, or the breach in bad faith of its commitments by, the Person to be indemnifiedindemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Letter of Credit Issuer or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrowers agree to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. The Borrower agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of Lender the Administrative Agent and the Joint Lead Arrangers in connection with the syndication of the Facilities, the negotiation, preparation, execution, delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein and therein and any amendment, waiver or consent relating hereto or thereto (including, without limitation, the reasonable fees and disbursements of Xxxxx & Xxxxxxx, special FAA counsel to Lenderthe Administrative Agent, including Rosenman and Xxxxxx & Colin Bird LLP, counsel to the Administrative Agent and SunTrust Xxxxxxxx Xxxxxxxx, Inc.) in connection with and the negotiation, preparation, execution creation and delivery perfection of the Loan Liens created under the Security Documents, in connection with the Borrower's chapter 11 case pending in the Bankruptcy Court, and in connection with the negotiation, documentation and enforcement relating to the DFS Assigned Claim; (ii) pay all reasonable out-of-pocket costs and expenses of Lender the Administrative Agent, the Joint Lead Arrangers and each of the Lenders in connection with the enforcement (including pursuant to the administration of any bankruptcy proceeding relating to any Credit Party) or preservation of any rights under this Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable attorneys' fees and disbursements in connection with of counsel for the enforcement ofAdministrative Agent, or the preservation Letter of rights under, this Agreement Credit Issuer and any for each of the other Loan Documents Lenders), including such out-of-pocket costs and expenses incurred during any refinancing, work-out or restructuring (includingpursuant to any insolvency or bankruptcy proceeding or otherwise) in respect of this Agreement, without limitation, in any bankruptcy, insolvency, reorganization the Loans or similar proceedings) and in connection with the Borrower's chapter 11 case pending in the Bankruptcy Court, and in connection with the negotiation, documentation and enforcement relating to the DFS Assigned Claim)Letters of Credit; (iii) pay and hold Lender each of the Lenders harmless from and against any and all present and future stamp stamp, court or documentary taxes or any other excise or property taxes or charges and other similar taxes with respect to this Agreement the foregoing matters and save the Administrative Agent and each of the Lenders and the other Loan Documents and save Lender Letter of Credit Issuer harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to Lender) to pay such taxes; and (iv) pay all filing indemnify the Administrative Agent, the Letter of Credit Issuer and recording fees relating toeach Lender, and taxes and other charges incurred in connection with, perfecting, maintaining and protecting the Liens created or contemplated to be created pursuant to the Security Documents, and (v) indemnify Lender, its each of their respective officers, directors, employees, representatives representatives, agents, affiliates, trustees and agents investment advisors from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages, penalties, claims, damagesactions, costs or judgments, suits, costs, expenses and disbursements (including, without limitation, any including reasonable attorneys’ and all losses, liabilities, claims, damages, costs or expenses arising out of or relating to any Environmental Laws or Environmental Conditionconsultants’ fees and disbursements) incurred by by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (x) any investigation, litigation or other proceeding (including, without limitation, the Borrower's chapter 11 case pending in the Bankruptcy Court) (whether or not the Administrative Agent, the Letter of Credit Issuer or any Lender is a party theretothereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Credit Party) related to the entering into and/or performance of this Agreement or any Loan other Credit Document or the use of any Letter of Credit or the proceeds of any Term Note Loans hereunder or the consummation of the Refinancing or any other transactions contemplated herein or in any Loan other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, or (y) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property at any time owned, leased or operated by either of Holdings or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of Hazardous Materials by Holdings or any of its Subsidiaries at any location, whether or not owned, leased or operated by Holdings or any of its Subsidiaries, the non-compliance by Holdings or any of its Subsidiaries with respect any Environmental Law (including applicable permits thereunder) applicable to the DFS Assigned any Real Property, or any Environmental Claim and the Lender's negotiationasserted against Holdings or any of its Subsidiaries or any Real Property at any time owned, documentation and enforcement thereofleased or operated by Holdings or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses (x) to the extent incurred by reason of the gross negligence or willful misconduct of, or the breach in bad faith of its commitments by, the Person to be indemnifiedindemnified or (y) to the extent arising directly out of or resulting directly from claims of one or more Person to be indemnified hereunder against another Person to be indemnified hereunder (other than claims of a Person to be indemnified hereunder against the Administrative Agent, the Letter of Credit Issuer, their Affiliates and their respective officers, directors, employees, attorneys, agents and representatives, in each case as finally determined by a court of competent jurisdiction in a final and non-appealable decision). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Letter of Credit Issuer or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. Borrower Each Credit Party agrees toto pay (or reimburse the Administrative Agent, the Lenders, the Lead Arrangers or their Affiliates or branches, as the case may be) all of the following: (i) pay whether or not the transactions contemplated hereby are consummated, for all reasonable out-of-pocket costs and expenses of Lender (including, without limitation, the reasonable fees and disbursements of counsel to Lender, including Rosenman & Colin LLP) Administrative Agent in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Loan Documents, in connection with Documents and the Borrower's chapter 11 case pending in documents and instruments referred to therein and the Bankruptcy Court, and in connection with syndication of the negotiation, documentation and enforcement relating to the DFS Assigned ClaimCommitments; (ii) pay all reasonable out-of-pocket costs and expenses of Lender the Administrative Agent in connection with any amendment, waiver or consent relating to any of the Loan Documents; (including, without limitationiii) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the reasonable attorneys' fees Lenders and disbursements their Affiliates and branches in connection with the enforcement of, or the preservation of rights under, this Agreement and any of the other Loan Documents (or the other documents and instruments referred to therein, including, without limitation, in any bankruptcythe case of clauses (i), insolvency, reorganization or similar proceedings(ii) and (iii) of this ‎Section 10.01, the reasonable and documented out-of-pocket fees and disbursements of one counsel to the Administrative Agent and PNC Capital Markets LLC, and the Lenders, taken as a whole, and of one local counsel in connection with the Borrower's chapter 11 case pending in the Bankruptcy Courtany relevant jurisdiction, separate litigation or bankruptcy counsel, and in connection with the negotiationcase of an actual or perceived conflict of interest, documentation and enforcement relating of one additional counsel to the DFS Assigned Claimaffected parties, taken as a whole); (iiiiv) pay and hold Lender harmless from and against any and all present and future stamp and other similar taxes with respect to this Agreement and the other Loan Documents foregoing matters and save Lender the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to Lenderany such indemnified Person) to pay such taxes; (ivv) pay all the actual costs and expenses of creating and perfecting Liens in favor of the Administrative Agent, for the benefit of Secured Creditors, including filing and recording fees relating tofees, expenses and taxes amounts owed pursuant to ‎Article III, search fees, title insurance premiums and other charges incurred fees, expenses and disbursements of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or the Required Lenders may request in connection with, perfecting, maintaining and protecting respect of the Collateral or the Liens created or contemplated to be created pursuant to the Security Documents; (vi) all the actual reasonable costs and fees, and (v) indemnify Lender, its officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages, costs or expenses (including, without limitation, any and all losses, liabilities, claims, damages, costs or expenses arising out of or relating to any Environmental Laws or Environmental Condition) incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (including, without limitation, the Borrower's chapter 11 case pending in the Bankruptcy Court) (whether or not Lender is a party thereto) related to the entering into and/or performance of any Loan Document or the use of the proceeds of any Term Note hereunder or the consummation of any other transactions contemplated in any Loan Document or with respect to the DFS Assigned Claim and the Lender's negotiation, documentation and enforcement thereof, including, without limitation, the reasonable fees and disbursements of counsel any auditors, accountants, consultants or appraisers whether internal or external to the extent incurred in connection with any such investigationaction for which the Administrative Agent is entitled to expense reimbursement; and (vii) all the actual costs and expenses (including the fees, litigation expenses and disbursements of counsel and of any appraisers, consultants, advisors and agents employed or other proceeding (but excluding retained by the Administrative Agent and its counsel) in connection with the custody or preservation of any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified)Collateral.

Payment of Expenses, etc. The Borrower agrees to: : (ia) whether or not the transactions herein contemplated are consummated, pay (or reimburse the Lender) all reasonable out-of-pocket costs and expenses of such persons in connection with the negotiation, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein, the delivery of documents on the Closing Date pursuant to section 5.1 and the initial Borrowing hereunder. (b) pay (or reimburse the Lender) all reasonable out-of-pocket costs and expenses of the Lender in connection with any amendment, waiver or consent relating to any of the Credit Documents which is requested by any Credit Party, including, without limitation, (i) the reasonable fees and disbursements of Jonex, Xxy, Reavxx & Xogux incurred in connection with the Credit Documents, and (ii) the reasonable fees and disbursements of any counsel to any Lender (including allocated costs of internal counsel); (c) pay (or reimburse the Lender) all reasonable out-of-pocket costs and expenses of the Lender in connection with the enforcement of any of the Credit Documents or the other documents and instruments referred to therein, including, without limitation, the reasonable fees and disbursements of counsel to the Lender; (d) without limitation of the preceding clause (d), in the event of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of the Borrower or any of its Subsidiaries, pay all costs of collection and defense, including Rosenman & Colin LLP) reasonable attorneys' fees in connection with the negotiation, preparation, execution and delivery of the Loan Documents, in connection with the Borrower's chapter 11 case pending in the Bankruptcy Court, therewith and in connection with the negotiationany appellate proceeding or post-judgment action involved therein, documentation which shall be due and enforcement relating to the DFS Assigned Claim; payable together with all required service or use taxes; (ii) pay all reasonable out-of-pocket costs and expenses of Lender (including, without limitation, the reasonable attorneys' fees and disbursements in connection with the enforcement of, or the preservation of rights under, this Agreement and any of the other Loan Documents (including, without limitation, in any bankruptcy, insolvency, reorganization or similar proceedings) and in connection with the Borrower's chapter 11 case pending in the Bankruptcy Court, and in connection with the negotiation, documentation and enforcement relating to the DFS Assigned Claim); (iiie) pay and hold the Lender harmless from and against any and all present and future stamp and other similar taxes with respect to this Agreement and the other Loan Documents foregoing matters and save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to Lender) to pay such taxes; and (iv) pay all filing and recording fees relating to, and taxes and other charges incurred in connection with, perfecting, maintaining and protecting the Liens created or contemplated to be created pursuant to the Security Documents, and (vf) indemnify the Lender, its officers, directors, employees, representatives and agents (collectively, the "INDEMNITEES") from and hold each of them harmless against any and all losses, liabilities, claims, damages, costs damages or expenses (including, without limitation, any and all losses, liabilities, claims, damages, costs or expenses arising out of or relating to any Environmental Laws or Environmental Condition) reasonably incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, (i) any investigation, litigation or other proceeding (including, without limitation, the Borrower's chapter 11 case pending in the Bankruptcy Court) (whether or not the Lender is a party thereto) related to the entering into and/or performance of any Loan Credit Document or the use of the proceeds of any Term Note Loans hereunder or the consummation of any other transactions contemplated in any Loan Document Credit Document, other than any such investigation, litigation or with proceeding arising solely out of any examination of the Lender by any regulatory or other governmental authority having jurisdiction over it, or (ii) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by the Borrower or any of its Subsidiaries, the release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, if the Borrower or any such Subsidiary could have or is alleged to have any responsibility in respect to the DFS Assigned Claim and the Lender's negotiation, documentation and enforcement thereof, the non-compliance of any such Real Property with foreign, federal, state and local laws, regulations and ordinances (including applicable permits thereunder) applicable thereto, or any Environmental Claim asserted against the Borrower or any of its Subsidiaries, in respect of any such Real Property, including, in each case, without limitation, the reasonable documented fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person person to be indemnifiedindemnified or of any other Indemnitee who is such person or an Affiliate of such person). To the extent that the undertaking to indemnify, pay or hold harmless any person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. Borrower agrees to: shall: (i) pay all reasonable out-of-pocket costs and expenses of Lender in the administration (including, without limitation, both before and after the reasonable fees execution hereof and disbursements including advice of counsel as to Lender, including Rosenman & Colin LLPthe rights and duties of Lender with respect thereto) in connection with the negotiation, preparation, execution and delivery of the Loan Documents, in connection with the Borrower's chapter 11 case pending in the Bankruptcy Courtof, and in connection with the negotiationpreparation, documentation execution and enforcement relating delivery of, this Agreement and the other Loan Documents; provided that Borrower's obligation to pay Lender's attorney's fees in connection with the DFS Assigned Claim; initial closing shall be limited to $5,000.00, and (ii) pay all reasonable out-of-pocket costs and expenses of Lender (including, without limitation, the reasonable attorneys' fees and disbursements in connection with the enforcement of, or the preservation of rights under, enforcement of, and, after the occurrence of a Potential Default or an Event of Default, the refinancing, the renegotiating or the restructuring of, this Agreement and any of the other Loan Documents (including, without limitation, and the documents and instruments referred to herein and therein including in connection with any bankruptcy, insolvency, liquidation, reorganization or similar proceedingsproceeding and any amendment, waiver or consent relating hereto and thereto (including the reasonable fees and disbursements of counsel (including allocated costs of internal counsel) and in connection with the Borrower's chapter 11 case pending in the Bankruptcy Court, and in connection with the negotiation, documentation and enforcement relating to the DFS Assigned Claim); for Lender): (iiib) pay and hold Lender harmless from and against any and all present and future documentary stamp taxes, intangible taxes and other similar taxes tares with respect to this Agreement and the Note or any of the other Loan Documents Document, including, any applicable interest and delinquency penalties resulting from the failure or omission to pay any such taxes, and save Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to Lender) to pay such taxes; taxes (iv) pay all filing in this regard, Borrower acknowledges that Lender, at Borrower's request, has agreed to close the Line of Credit outside of the State of Florida and recording fees relating to, to accept delivery of the Note outside of the State of Florida and agrees that if any of the foregoing taxes are at time due and other charges incurred in connection with, perfecting, maintaining and protecting the Liens created or contemplated to be created pursuant payable with respect to the Security Note or any of the Loan Documents, even as a result of any action or omission by Lender. Borrower will promptly pay same, including any applicable interest and delinquency penalties thereon as aforesaid). (vc) indemnify Lender, and its officers, directors, employees, representatives and agents from from, and hold each of them harmless against against, any and all out-of-pocket costs, losses, liabilities, claims, damages, costs damages or expenses (including, without limitation, any and all losses, liabilities, claims, damages, costs or expenses arising out of or relating to any Environmental Laws or Environmental Condition) actually incurred by any of them as (whether or not any of them is designated a result of, or party thereto) arising out of, or in any way related to, of or by reason of, of any investigation, litigation or other proceeding (including, without limitation, the Borrower's chapter 11 case pending in the Bankruptcy Court) (whether or not Lender is a party thereto) related to the entering into and/or performance of any Loan Document actual or the proposed use by Borrower of the proceeds or any of any Term Note hereunder the Advances or Borrower's entering into and performing of the consummation of any other transactions contemplated in any Loan Document or with respect to the DFS Assigned Claim and the Lender's negotiationDocuments, documentation and enforcement thereof, including, without limitation, including the reasonable fees and disbursements of counsel (including allocated costs of internal counsel) incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses proceeding; provided that Lender shall not have the right to the extent incurred by reason of the be indemnified hereunder for its own gross negligence or willful misconduct misconduct. If and to the extent that the obligations of Borrower under this Section 8.4 are unenforceable for any reason, Borrower hereby agrees to make the Person maximum contribution to be indemnified)the payment and satisfaction of such obligations that is permissible under applicable law.

Payment of Expenses, etc. Borrower agrees to: The Borrowers shall: (ia) pay all reasonable out-of-pocket costs and expenses of Lender (including, without limitation, the reasonable fees and disbursements outside legal counsel of counsel to Lender, including Rosenman & Colin LLP) the Agent in connection with the negotiation, preparation, execution and delivery of of, this Agreement and the other Loan Documents, in connection with and any amendment, modification or supplement hereof or thereof, including the Borrower's chapter 11 case pending in documentation required pursuant to Section 3.1(c) and the Bankruptcy Courtclosings contemplated thereunder, and in connection with the negotiation, documentation and enforcement relating to the DFS Assigned Claim; (ii) pay all reasonable out-of-pocket costs and expenses of the Agent and each Lender (including, without limitation, the reasonable attorneys' fees and disbursements in connection with the enforcement of, or the preservation of rights under, enforcement of, and, after the occurrence of a Potential Default or an Event of Default, any refinancing, the renegotiating or the restructuring of, this Agreement and any of the other Loan Documents (including, without limitation, and the documents and instruments referred to herein and therein including in connection with any bankruptcy, insolvency, liquidation, reorganization or similar proceedingsproceeding and any amendment, waiver or consent relating hereto and thereto (including the reasonable fees and disbursements of counsel (including allocated costs of internal counsel) and in connection with for the Borrower's chapter 11 case pending Agent and, in the Bankruptcy Courtcase of enforcement, and in connection with for each of the negotiation, documentation and enforcement relating to the DFS Assigned ClaimLenders); ; (iiib) pay and hold Lender the Agent and each of the Lenders harmless from and against any and all present and future stamp and other similar taxes with respect to this Agreement and the other Loan Documents foregoing matters and save the Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to Lender) to pay such taxes; and (ivc) pay all filing indemnify the Agent and recording fees relating toeach Lender, and taxes and other charges incurred in connection with, perfecting, maintaining and protecting the Liens created or contemplated to be created pursuant to the Security Documents, and (v) indemnify Lender, its their respective officers, directors, employees, representatives and agents from from, and hold each of them harmless against against, any and all out-of-pocket costs, losses, liabilities, claims, damages, costs damages or expenses (including, without limitation, any and all losses, liabilities, claims, damages, costs or expenses arising out of or relating to any Environmental Laws or Environmental Condition) actually incurred by any of them as (whether or not any of them is designated a result of, or party thereto) arising out of, or in any way related to, of or by reason of, of any investigation, litigation or other proceeding (including, without limitation, the Borrower's chapter 11 case pending in the Bankruptcy Court) (whether or not Lender is a party thereto) related to any actual or proposed use by the entering into and/or performance of any Loan Document or the use Borrowers of the proceeds of any Term Note hereunder of the Loans or the consummation Borrowers' entering into and performing of any other transactions contemplated in any the Loan Document or with respect Documents to the DFS Assigned Claim and the Lender's negotiationwhich they are a party, documentation and enforcement thereof, including, without limitation, including the reasonable fees and disbursements of counsel (including allocated costs of internal counsel) incurred in connection with any such investigation, litigation or other proceeding (but excluding proceeding; provided that neither the Agent nor any such losses, liabilities, claims, damages Lender shall have the right to be indemnified hereunder for its own gross negligence or expenses wilful misconduct as evidenced by a final judgment of a court of competent jurisdiction. If and to the extent incurred by reason that the obligations of the gross negligence or willful misconduct Borrowers under this Section 8.4 are unenforceable for any reason, the Borrowers hereby agrees to make the maximum contribution to the payment and satisfaction of the Person to be indemnified)such obligations that is permissible under applicable law.

Payment of Expenses, etc. Borrower agrees to: Borrowers shall: (a) (i) pay all reasonable out-of-pocket costs and expenses of Lender Agent in the administration (including, without limitation, both before and after the reasonable fees execution hereof and disbursements including advice of counsel as to Lender, including Rosenman & Colin LLPthe rights and duties of Agent and Lenders with respect thereto) in connection with the negotiation, preparation, execution and delivery of the Loan Documents, in connection with the Borrower's chapter 11 case pending in the Bankruptcy Courtof, and in connection with the negotiationpreparation, documentation execution and enforcement relating to delivery of, this Agreement and the DFS Assigned Claim; other Loan Documents, and (ii) pay all reasonable out-of-pocket costs and expenses of Agent and each Lender (including, without limitation, the reasonable attorneys' fees and disbursements in connection with the enforcement of, or the preservation of rights under, enforcement of, and, after the occurrence of a Potential Default or an Event of Default, the refinancing, the renegotiating or the restructuring of, this Agreement and any of the other Loan Documents (including, without limitation, and the documents and instruments referred to herein and therein including in connection with any bankruptcy, insolvency, liquidation, reorganization or similar proceedingsproceeding and any amendment, waiver or consent relating hereto and thereto (including the reasonable fees and disbursements of counsel (including allocated costs of internal counsel) and in connection with the Borrower's chapter 11 case pending for Agent and, in the Bankruptcy Courtcase of enforcement, and in connection with for each of the negotiation, documentation and enforcement relating to the DFS Assigned ClaimLenders); ; (iiib) pay and hold Lender Agent and each of the Lenders harmless from and against any and all present and future stamp and other similar taxes with respect to this Agreement and the other Loan Documents foregoing matters and save Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to Lender) to pay such taxes; and (ivc) pay all filing indemnify Agent and recording fees relating toeach Lender, and taxes and other charges incurred in connection with, perfecting, maintaining and protecting the Liens created or contemplated to be created pursuant to the Security Documents, and (v) indemnify Lender, its their respective officers, directors, employees, representatives and agents from from, and hold each of them harmless against against, any and all out-of-pocket costs, losses, liabilities, claims, damages, costs damages or expenses (including, without limitation, any and all losses, liabilities, claims, damages, costs or expenses arising out of or relating to any Environmental Laws or Environmental Condition) actually incurred by any of them as (whether or not any of them is designated a result of, or party thereto) arising out of, or in any way related to, of or by reason of, of any investigation, litigation or other proceeding (including, without limitation, the Borrower's chapter 11 case pending in the Bankruptcy Court) (whether or not Lender is a party thereto) related to the entering into and/or performance of any Loan Document actual or the proposed use by Borrowers of the proceeds or any of any Term Note hereunder the Loans or either or both of Borrower's entering into and performing of the consummation of any other transactions contemplated in any Loan Document or with respect Documents to the DFS Assigned Claim and the Lender's negotiationwhich it is a party, documentation and enforcement thereof, including, without limitation, including the reasonable fees and disbursements of counsel (including allocated costs of internal counsel) incurred in connection with any such investigation, litigation or other proceeding (but excluding proceeding; provided that neither Agent nor any such losses, liabilities, claims, damages or expenses Lender shall have the right to the extent incurred by reason of the be indemnified hereunder for its own gross negligence or willful misconduct misconduct. If and to the extent that the obligations of Borrowers under this Section 10.4 are unenforceable for any reason, each Borrower hereby agrees to make the Person maximum contribution to be indemnified)the payment and satisfaction of such obligations that is permissible under applicable law.

Payment of Expenses, etc. Borrower agrees toThe Borrowers jointly and severally agree: (ia) to pay directly to the provider thereof or to pay or reimburse the Administrative Agent for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Credit Agreement and the other Credit Documents, the preservation of any rights or remedies under this Credit Agreement and the other Credit Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, and (b) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Credit Agreement or the other Credit Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Borrowers’ Obligations and during any legal proceeding, including any proceeding under the Bankruptcy Code or any other applicable insolvency or debtor relief law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket costs expenses incurred by the Administrative Agent and expenses the cost of Lender (including, without limitation, independent public accountants and other outside experts retained by the reasonable fees and disbursements of counsel to Administrative Agent or any Lender, including Rosenman & Colin LLP) . All amounts due under this Section 11.5 shall be payable within ten Business Days after demand therefor. The agreements in connection with this Section shall survive the negotiation, preparation, execution and delivery termination of the Loan Documents, in connection with the Borrower's chapter 11 case pending in the Bankruptcy Court, aggregate Commitments and in connection with the negotiation, documentation and enforcement relating to the DFS Assigned Claim; (ii) pay repayment of all reasonable out-of-pocket costs and expenses of Lender (including, without limitation, the reasonable attorneys' fees and disbursements in connection with the enforcement of, or the preservation of rights under, this Agreement and any of the other Loan Documents (including, without limitation, in any bankruptcy, insolvency, reorganization or similar proceedings) and in connection with the Borrower's chapter 11 case pending in the Bankruptcy Court, and in connection with the negotiation, documentation and enforcement relating to the DFS Assigned Claim); (iii) pay and hold Lender harmless from and against any and all present and future stamp and other similar taxes with respect to this Agreement and the other Loan Documents and save Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to Lender) to pay such taxes; (iv) pay all filing and recording fees relating to, and taxes and other charges incurred in connection with, perfecting, maintaining and protecting the Liens created or contemplated to be created pursuant to the Security Documents, and (v) indemnify Lender, its officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages, costs or expenses (including, without limitation, any and all losses, liabilities, claims, damages, costs or expenses arising out of or relating to any Environmental Laws or Environmental Condition) incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (including, without limitation, the Borrower's chapter 11 case pending in the Bankruptcy Court) (whether or not Lender is a party thereto) related to the entering into and/or performance of any Loan Document or the use of the proceeds of any Term Note hereunder or the consummation of any other transactions contemplated in any Loan Document or with respect to the DFS Assigned Claim and the Lender's negotiation, documentation and enforcement thereof, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified)Borrowers’ Obligations.

Payment of Expenses, etc. Borrower agrees to: shall: (ia) whether or not the transactions hereby contemplated are consummated, pay all reasonable reasonable, out-of-pocket costs and expenses of the Lender in the administration (both before and after the execution hereof and including reasonable expenses actually incurred relating to advice of counsel as to the rights and duties of the Lender with respect thereto) of, and in connection with the preparation, execution and delivery of, preservation of rights under, enforcement of, and, after a Default or Event of Default, refinancing, renegotiation or restructuring of, this Agreement and the other Credit Documents and the documents and instruments referred to therein, and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees actually incurred and disbursements of counsel to for the Lender, including Rosenman & Colin LLP) in connection with the negotiation, preparation, execution and delivery of the Loan Documents, in connection with the Borrower's chapter 11 case pending in the Bankruptcy Court), and in connection with the negotiationcase of enforcement of this Agreement or any Credit Document after the occurrence and during the continuance of an Event of Default, documentation and enforcement relating to the DFS Assigned Claim; (ii) pay all reasonable such reasonable, out-of-pocket costs and expenses of Lender (including, without limitation, the reasonable attorneys' fees actually incurred and disbursements in connection with of counsel), for the enforcement of, or the preservation of rights under, this Agreement and any of the other Loan Documents Lender; (including, without limitationb) subject, in any bankruptcythe case of certain Taxes, insolvency, reorganization or similar proceedings) and in connection with the Borrower's chapter 11 case pending in the Bankruptcy Court, and in connection with the negotiation, documentation and enforcement relating to the DFS Assigned Claimapplicable provisions of Section 4.7(a); (iii) , pay and hold the Lender harmless from and against any and all present and future stamp stamp, documentary, intangible and other similar taxes Taxes with respect to this Agreement Agreement, the Notes and the any other Loan Documents Credit Documents, any collateral described therein, or any payments due thereunder, including interest and penalties and save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to Lender) of Borrower to pay such taxesTaxes; provided, however, nothing contained in this subsection shall obligate the Borrower to pay any taxes based on the overall income of the Lender; and (ivc) pay all filing and recording fees relating toindemnify the Lender, and taxes and other charges incurred in connection with, perfecting, maintaining and protecting the Liens created or contemplated to be created pursuant to the Security Documents, and (v) indemnify Lender, its officers, directors, employees, representatives and agents from from, and hold each of them harmless against against, any and all costs, losses, liabilities, claims, damages, costs damages or expenses (including, without limitation, any and all losses, liabilities, claims, damages, costs or expenses arising out of or relating to any Environmental Laws or Environmental Condition) incurred by any of them as (whether or not any of them is designated a result of, or party thereto) (an "Indemnitee") arising out of, or in any way related to, of or by reason of, of any third party investigation, litigation or other proceeding (including, without limitation, the Borrower's chapter 11 case pending in the Bankruptcy Court) (whether or not Lender is a party thereto) related to the entering into and/or performance of any Loan Document actual or the proposed use of the proceeds of any Term Note hereunder of the Loans or any Credit Party's entering into and performing of the Agreement, the Notes, or the consummation of any other transactions contemplated in any Loan Document or with respect to the DFS Assigned Claim and the Lender's negotiation, documentation and enforcement thereofCredit Documents, including, without limitation, the reasonable fees actually incurred and disbursements of counsel (including foreign counsel) incurred in connection with any such third party investigation, litigation or other proceeding (but excluding proceeding; provided, however, Borrower shall not be obligated to indemnify any such losses, liabilities, claims, damages or expenses to the extent incurred by reason Indemnitee for any of the foregoing arising out of such Indemnitee's gross negligence or willful misconduct or the breach by the Indemnitee of its obligations under this Agreement; (d) without limiting the indemnities set forth in subsection (c) above, indemnify each Indemnitee for any and all expenses and costs (including without limitation, remedial, removal, response, abatement, cleanup, investigative, closure and monitoring costs), losses, claims (including claims for contribution or indemnity and including the cost of investigating or defending any claim and whether or not such claim is ultimately defeated, and whether such claim arose before, during or after any Credit Party's ownership, operation, possession or control of its business, property or facilities or before, on or after the date hereof, and including also any amounts paid incidental to any compromise or settlement by the Indemnitee or Indemnitees to the holders of any such claim), lawsuits, liabilities, obligations, actions, judgments, suits, disbursements, encumbrances, liens, damages (including without limitation damages for contamination or destruction of natural resources), penalties and fines of any kind or nature whatsoever (including without limitation in all cases the reasonable fees actually incurred, other charges and disbursements of counsel in connection therewith) incurred, suffered or sustained by that Indemnitee based upon, arising under or relating to Environmental Laws based on, arising out of or relating to in whole or in part, the existence or exercise of any rights or remedies by any Indemnitee under this Agreement, any other Credit Document or any related documents (but excluding those incurred, suffered or sustained by any Indemnitee as a result of any action taken by or on behalf of the Person Lender with respect to be indemnifiedany Subsidiary of Borrower (or the assets thereof) owned or controlled by the Lender). The indemnity permitted in this clause (d) shall (i) not apply as to any Indemnity to any costs or expenses in connection with any condition, suspected condition, threatened condition or alleged condition which first arises and occurs after said Indemnitee succeeds to the ownership of, takes possession of or operates the business or any property of the Borrower or any of its Subsidiaries, and (ii) in the case of cleanup, investigative, closure and monitoring costs concerning or relating to Hazardous Materials or any Environmental Laws shall only apply after an Event of Default has occurred and is continuing provided that the Credit Party is then undertaking and fulfilling all its obligations under this Agreement and Environmental Laws with respect to said cleanup, investigation, closure and monitoring. If and to the extent that the obligations of Borrower under this Section 11.4 are unenforceable for any reason, Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law.

Payment of Expenses, etc. Borrower agrees to: (ia) to pay or reimburse Lender for all of Lender’s reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Operative Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of Lender (includingthe transactions contemplated hereby and thereby, without limitation, including the reasonable fees and disbursements of counsel to LenderLender and filing and recording fees and expenses, including Rosenman & Colin LLP(b) in connection with the negotiation, preparation, execution and delivery of the Loan Documents, in connection with the Borrower's chapter 11 case pending in the Bankruptcy Court, and in connection with the negotiation, documentation and enforcement relating to the DFS Assigned Claim; (ii) pay or reimburse Lender for all reasonable out-of-pocket costs and expenses of incurred by Lender (including, without limitation, the reasonable attorneys' fees and disbursements in connection with the enforcement ofor preservation of any rights under this Agreement, the other Operative Documents and any such other documents, including the fees and disbursements of counsel to Lender, (c) to pay, indemnify, and hold Lender and its Related Parties harmless from, any and all recording and filing fees and any and all liabilities with respect to, or the preservation of rights underresulting from any delay in paying, this Agreement stamp, excise and any other taxes (other than those of the other Loan Documents (includingnature of an income tax), without limitationif any, in any bankruptcy, insolvency, reorganization that may be payable or similar proceedings) and determined to be payable in connection with the Borrower's chapter 11 case pending execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement and modification of, or any waiver or consent under or in respect of, this Agreement, the Bankruptcy Courtother Operative Documents and any such other documents and (d) to pay, and in connection with the negotiationindemnify, documentation and enforcement relating to the DFS Assigned Claim); (iii) pay and hold Lender and its Related Parties (each, an “Indemnitee”) harmless and defend them from and against any and all present and future stamp and other similar taxes with respect to this Agreement and the other Loan Documents and save Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to Lender) to pay such taxes; (iv) pay all filing and recording fees relating to, and taxes and other charges incurred in connection with, perfecting, maintaining and protecting the Liens created or contemplated to be created pursuant to the Security Documents, and (v) indemnify Lender, its officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claimsobligations, losses, damages, costs or penalties, actions, judgments, suits, costs, expenses (including, without limitation, any and all losses, liabilities, claims, damages, costs or expenses arising out of or relating to any Environmental Laws or Environmental Condition) incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (including, without limitation, the Borrower's chapter 11 case pending in the Bankruptcy Court) (whether or not Lender is a party thereto) related subject to the entering into and/or performance of any Loan Document or the use of the proceeds of any Term Note hereunder or the consummation of any other transactions contemplated in any Loan Document or with respect to the DFS Assigned Claim and the Lender's negotiation, documentation and enforcement thereof, including, without limitationsecond succeeding proviso, the reasonable fees and disbursements of counsel incurred in connection legal counsel) or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Operative Documents and any such investigationother documents, litigation or other proceeding including any of the foregoing relating to the use of proceeds of the Loans (but excluding all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); provided that Borrower shall have no obligation hereunder to any such losses, liabilities, claims, damages or expenses Indemnitee with respect to Indemnified Liabilities to the extent incurred such Indemnified Liabilities are found by reason a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee; provided, further, that Borrower shall not be obligated to pay, indemnify or hold harmless any Indemnitee if such Indemnitee (1) does not provide reasonably prompt notice to Borrower of any claim for which indemnification is sought; provided that the Person failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure or (2) makes any admissions of liability or incurs any significant expenses after receiving actual written notice of the claim, or agrees to any settlement without the written consent of Borrower, which consent shall not be indemnified)unreasonably withheld. Borrower may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the Indemnitees (which counsel shall be reasonably satisfactory to the Indemnitees) controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (x) Borrower may not agree to any settlement involving any Indemnitee that contains any element other than the payment of money and complete indemnification of the Indemnitee without the prior written consent of the affected Indemnitee and (y) Borrower shall engage and pay the reasonable expenses of separate counsel for the Indemnitee to the extent that the interests of the Indemnitee are in conflict with those of Borrower. Borrower shall be responsible to pay the reasonable fees of such separate legal counsel if such a conflict exists. The agreements in this Section 8.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses, etc. The Borrower agrees toshall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of Lender the Purchasers and the Agent (including, without limitation, the reasonable fees and disbursements of Milbank, Tweed, Xxxxxx & XxXxxx LLP and local counsel) in connection with the preparation, execution and delivery of this Agreement and the other Mezzanine Transaction Documents and the documents and instruments referred to herein and therein, (ii) pay for all reasonable out-of-pocket expenses incurred by the Holders and the Agent in connection with any amendment, waiver or consent relating hereto or thereto (whether or not such amendment, waiver or consent shall become effective), and, after an Event of Default, reimburse the Holders and the Agent for all costs and expenses, including reasonable attorneys' fees (including allocated costs of internal counsel) and costs of settlement incurred in connection with the enforcement of this Agreement, the LLC Agreement, the Unitholders Agreement and the other Mezzanine Transaction Documents and the documents and instruments referred to herein and therein or the collection of any amounts due under any Mezzanine Transaction Documents including pursuant to any insolvency or bankruptcy proceedings (including, without limitation, the reasonable fees and disbursements of counsel to Lender, (including Rosenman & Colin LLPin-house counsel) in connection with for the negotiation, preparation, execution Holders and delivery of the Loan Documents, in connection with the Borrower's chapter 11 case pending in the Bankruptcy Court, and in connection with the negotiation, documentation and enforcement relating to the DFS Assigned Claim; (ii) pay all reasonable out-of-pocket costs and expenses of Lender (including, without limitation, the reasonable attorneys' fees and disbursements in connection with the enforcement of, or the preservation of rights under, this Agreement and any of the other Loan Documents (including, without limitation, in any bankruptcy, insolvency, reorganization or similar proceedings) and in connection with the Borrower's chapter 11 case pending in the Bankruptcy Court, and in connection with the negotiation, documentation and enforcement relating to the DFS Assigned ClaimAgent); (iii) pay and hold Lender the Holders and the Agent harmless from and against any and all present and future stamp stamp, excise and other similar taxes with respect to this Agreement the foregoing matters and save the Holders and the other Loan Documents and save Lender Agent harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to Lenderthe Holders and the Agent) to pay such taxes; and (iv) pay all filing indemnify the Holders and recording fees relating tothe Agent, and taxes and other charges incurred in connection with, perfecting, maintaining and protecting the Liens created or contemplated to be created pursuant to the Security Documents, and (v) indemnify Lender, its their respective officers, directors, trustees, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages, penalties, claims, damagesactions, costs or judgments, suits, costs, expenses and disbursements (including, without limitation, any including reasonable attorneys' and all losses, liabilities, claims, damages, costs or expenses arising out of or relating to any Environmental Laws or Environmental Conditionconsultants' fees and disbursements) incurred by by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (including, without limitation, the Borrower's chapter 11 case pending in the Bankruptcy Court) (whether or not Lender any Holder or the Agent is a party thereto) related to the entering into and/or performance of this Agreement, the LLC Agreement, the Unitholders Agreement or any Loan other Mezzanine Transaction Document or the Restructuring Agreement or the use of the any proceeds of any Term Note Notes hereunder or the consummation of any other transactions contemplated herein (including, without limitation, the Transactions), or in any Loan Document other Mezzanine Transaction Document, or (b) the exercise of any of their rights or remedies provided herein or in the other Mezzanine Transaction Documents, or (c) the actual or alleged presence or Release of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property or at or emanating from any facility or equipment owned or at any time operated by the Borrower or any of its Subsidiaries, the generation, storage, transportation, handling, disposal or Release of Hazardous Materials by any Credit Party at any location, whether or not owned or operated by the Borrower or any of its Subsidiaries, the noncompliance by any Credit Party or of any Real Property owned or operated by any Credit Party with respect to Environmental Laws, or any Environmental Claim asserted against the DFS Assigned Claim and Borrower, any of its Subsidiaries or any Real Property owned or at any time operated by the Lender's negotiation, documentation and enforcement thereofBorrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified). To the extent that the undertaking to indemnify, pay or hold harmless the Holders set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. Borrower agrees to: shall: (i) whether or not the transactions hereby contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of Lender Bank (not to exceed actual costs and expenses) in the administration (both before and after the execution hereof and including advice of counsel as to the rights and duties of Bank with respect thereto) of, and in connection with the preparation, execution and delivery of, preservation of rights under, administration or enforcement of, and, after a Default, refinancing, renegotiation or restructuring of, this Agreement, the Note or any other instruments referred to therein and any amendment, waiver or consent relating thereto, including, without limitation, the reasonable fees and disbursements of counsel counsel, accountants or other consultants for Bank (not to Lender, including Rosenman & Colin LLP) in connection with the negotiation, preparation, execution exceed actual fees and delivery of the Loan Documents, in connection with the Borrower's chapter 11 case pending in the Bankruptcy Court, and in connection with the negotiation, documentation and enforcement relating to the DFS Assigned Claim; disbursements); (ii) pay all reasonable out-of-pocket costs and expenses of Lender (including, without limitation, the reasonable attorneys' fees and disbursements in connection with the enforcement of, or the preservation of rights under, this Agreement and any of the other Loan Documents (including, without limitation, in any bankruptcy, insolvency, reorganization or similar proceedings) and in connection with the Borrower's chapter 11 case pending in the Bankruptcy Court, and in connection with the negotiation, documentation and enforcement relating to the DFS Assigned Claim); (iii) pay and hold Lender Bank harmless from and against any and all present and future stamp stamp, documentary and other similar taxes Taxes with respect to this Agreement and or the other Loan Documents Note, or any payments due thereunder, and save Lender Bank harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to Lender) to pay such taxesTaxes; and (iv) pay all filing and recording fees relating to, and taxes and other charges incurred in connection with, perfecting, maintaining and protecting the Liens created or contemplated to be created pursuant to the Security Documents, and (viii) indemnify Lender, Bank and its officers, directors, employees, representatives and agents from (the "Indemnified Persons") from, and hold each of them harmless against any and all losses, liabilities, claims, damages, costs or expenses (including, without limitationagainst, any and all losses(x) claims, demands or causes of action of any nature whatsoever brought by any Person not a party to this Agreement and arising from or related or incident to this Agreement or the Note, (y) actual and reasonable costs and expenses incident to the defense of any such claims, demands or causes of action, including without limitation reasonable attorney's fees actually incurred and (z) liabilities, judgments, settlements, penalties and assessments arising from such claims, demands or causes of action; provided, however, that the foregoing indemnities shall not apply to any such claims, demands, causes of action, costs, expenses, liabilities, claimsjudgments, damagessettlements, costs penalties or expenses arising out of or relating to any Environmental Laws or Environmental Condition) incurred assessments which are proximately caused by any of them as a result ofthe Indemnified Person's own gross negligence, willful misconduct, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (including, without limitation, the Borrower's chapter 11 case pending in the Bankruptcy Court) (whether or not Lender is a party thereto) related to the entering into and/or performance intentional violation of any Loan Document or the use Requirement of the proceeds of any Term Note hereunder or the consummation of any other transactions contemplated in any Loan Document or with respect to the DFS Assigned Claim and the Lender's negotiation, documentation and enforcement thereof, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified)Law.

Payment of Expenses, etc. Borrower agrees toshall: ------------------------- (ia) whether or not the transactions hereby contemplated are consummated, pay all reasonable reasonable, out-of-pocket costs and expenses of Lender the Agent in the administration (both before and after the execution hereof and including reasonable expenses actually incurred relating to advice of counsel as to the rights and duties of the Agent and the Lenders with respect thereto) of, and in connection with the preparation, execution and delivery of, preservation of rights under, enforcement of, and, after a Default or Event of Default, refinancing, renegotiation or restructuring of, this Agreement and the other Credit Documents and the documents and instruments referred to therein, and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees actually incurred and disbursements of counsel to Lender, including Rosenman & Colin LLP) for the Agent in connection with the negotiationany amendment, preparation, execution and delivery modification or restatement of the Loan Documents, in connection with the Borrower's chapter 11 case pending in the Bankruptcy Courtthis Agreement or any other Credit Document), and in connection with the negotiationcase of enforcement (which shall include workouts and bankruptcy related matters) of this Agreement or any Credit Document after an Event of Default, documentation and enforcement relating to the DFS Assigned Claim; (ii) pay all reasonable such reasonable, out-of-pocket costs and expenses of Lender (including, without limitation, the reasonable fees actually incurred and disbursements of counsel, including without limitation in-house attorneys' fees and disbursements in connection with the enforcement offees), or the preservation of rights under, this Agreement and for any of the other Loan Documents Lenders; (including, without limitationb) subject, in any bankruptcythe case of certain Taxes, insolvency, reorganization or similar proceedings) and in connection with the Borrower's chapter 11 case pending in the Bankruptcy Court, and in connection with the negotiation, documentation and enforcement relating to the DFS Assigned Claimapplicable provisions of Section 4.7(b); (iii) , pay and hold Lender each of the Lenders harmless from and against any and all present and future stamp stamp, documentary, and other similar taxes Taxes with respect to this Agreement Agreement, the Notes and the any other Loan Documents Credit Documents, any collateral described therein, or any payments due thereunder, and save each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to Lender) to pay such taxesTaxes; and (ivc) pay all filing indemnify the Agent and recording fees relating toeach Lender, and taxes and other charges incurred in connection with, perfecting, maintaining and protecting the Liens created or contemplated to be created pursuant to the Security Documents, and (v) indemnify Lender, its their respective officers, directors, employees, representatives and agents from from, and hold each of them harmless against against, any and all costs, losses, liabilities, claims, damages, costs damages or expenses (including, without limitation, any and all losses, liabilities, claims, damages, costs or expenses arising out of or relating to any Environmental Laws or Environmental Condition) incurred by any of them as (whether or not any of them is designated a result of, or party thereto) (an "Indemnitee") arising out of, or in any way related to, of or by reason of, of any investigation, litigation or other proceeding (including, without limitation, the Borrower's chapter 11 case pending in the Bankruptcy Court) (whether or not Lender is a party thereto) related to the entering into and/or performance of any Loan Document actual or the proposed use of the proceeds of any Term Note hereunder of the Loans or any Credit Party's entering into and performing of the Agreement, the Notes, or the consummation of any other transactions contemplated in any Loan Document or with respect to the DFS Assigned Claim and the Lender's negotiation, documentation and enforcement thereofCredit Documents, including, without limitation, the reasonable fees actually incurred and disbursements of counsel (including foreign counsel) incurred in connection with any such investigation, litigation or other proceeding (but excluding proceeding; provided, however, Borrower shall not be obligated to indemnify any such losses, liabilities, claims, damages or expenses to the extent incurred by reason Indemnitee for any of the foregoing arising out of such Indemnitee's gross negligence or willful misconduct misconduct; (d) without limiting the indemnities set forth in subsection (c) above, indemnify each Indemnitee for any and all expenses and costs (including without limitation, remedial, removal, response, abatement, cleanup, investigative, closure and monitoring costs), losses, claims (including claims for contribution or indemnity and including the cost of investigating or defending any claim and whether or not such claim is ultimately defeated, and whether such claim arose before, during or after any Credit Party's ownership, operation, possession or control of its business, property or facilities or before, on or after the date hereof, and including also any amounts paid incidental to any compromise or settlement by the Indemnitee or Indemnitees to the holders of any such claim), lawsuits, liabilities, obligations, actions, judgments, suits, disbursements, encumbrances, liens, damages (including without limitation damages for contamination or destruction of natural resources), penalties and fines of any kind or nature whatsoever (including without limitation in all cases the reasonable fees actually incurred, other charges and disbursements of counsel in connection therewith) incurred, suffered or sustained by that Indemnitee based upon, arising under or relating to Environmental Laws based on, arising out of or relating to in whole or in part, the existence or exercise of any rights or remedies by any Indemnitee under this Agreement, any other Credit Document or any related documents (but excluding those incurred, suffered or sustained by any Indemnitee as a result of any action taken by or on behalf of the Person Lenders with respect to any Subsidiary of Borrower (or the assets thereof) owned or controlled by the Lenders); provided, however, Borrower shall not be indemnified)obligated to indemnify any Indemnitee for any of the foregoing arising out of such Indemnitee's gross negligence or wilful misconduct. If and to the extent that the obligations of Borrower under this Section 11.4 are unenforceable for any reason, Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law.

Payment of Expenses, etc. Holdings and the Borrower agrees agree to: (i) pay all reasonable out-of-pocket costs and expenses of Lender (including, without limitationthe Administrative Agent, the reasonable fees Collateral Agent and disbursements of counsel to Lender, including Rosenman & Colin LLP) the Lenders in connection with the negotiation, preparation, execution and delivery of any amendment, waiver or consent relating to the Loan Documents, in connection with Credit Documents and the Borrower's chapter 11 case pending in the Bankruptcy Court, documents and instruments referred to therein and in connection with the negotiation, documentation and enforcement relating to the DFS Assigned Claim; (ii) pay all reasonable out-of-pocket costs and expenses of Lender (including, without limitation, the reasonable attorneys' fees and disbursements in connection with the enforcement of, or the preservation of rights under, this Agreement and any of the other Loan Credit Documents and the documents and instruments referred to therein (including, without limitation, in each case, the reasonable fees and disbursements of (A) common counsel for the Lenders and the Administrative Agent and (B) counsel for the Collateral Agent, in each case with prior notice to Holdings and the Borrower of the engagement of any bankruptcy, insolvency, reorganization or similar proceedings) and in connection with the Borrower's chapter 11 case pending in the Bankruptcy Court, and in connection with the negotiation, documentation and enforcement relating to the DFS Assigned Claimcounsel); (iiiii) pay and hold Lender the Lenders, the Collateral Agent and the Administrative Agent harmless from and against any and all present and future stamp and other similar taxes with respect to this Agreement the foregoing matters and save the Lenders, the Collateral Agent and the other Loan Documents and save Lender Administrative Agent harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to any Lender, the Collateral Agent or the Administrative Agent) to pay such taxes; (iv) pay all filing and recording fees relating to, and taxes and other charges incurred in connection with, perfecting, maintaining and protecting the Liens created or contemplated to be created pursuant to the Security Documents, and (viii) defend and indemnify Lenderthe Lenders, its the Collateral Agent and the Administrative Agent, their respective officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages, costs damages or expenses (including, without limitation, any and all losses, liabilities, claims, damages, costs damages or expenses arising out of under Environmental Laws) except with regard to any losses, costs, damages or expenses under Environmental Laws arising from or relating to acts or omissions occurring after the Collateral Agent takes possession of, uses, operates, manages, controls or sells the Mortgaged Property, provided that such exception shall apply only to the extent such losses, costs, damages or expenses arise solely from the gross negligence, bad faith or willful misconduct of any Environmental Laws Lender, the Collateral Agent or Environmental Conditionthe Administrative Agent or of the agents of any Lender or the Administrative Agent) incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (including, without limitation, the Borrower's chapter 11 case pending in the Bankruptcy Court) (whether or not any Lender or the Administrative Agent is a party thereto) related to the entering into and/or performance of any Loan Credit Document or the use of the proceeds of any the Term Note Loans hereunder or the Refinancing or the consummation of any other transactions contemplated in any Loan Document or with respect to the DFS Assigned Claim and the Lender's negotiation, documentation and enforcement thereofCredit Document, including, without limitation, the reasonable fees and disbursements expenses of counsel counsel, experts and consultants incurred by any Person to be indemnified in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence negligence, bad faith or willful misconduct of the Person to be indemnified). To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Collateral Agent or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Holdings and the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law.

Payment of Expenses, etc. Borrower Each Credit Party agrees toto pay (or reimburse the Administrative Agent, the Lenders or their Affiliates, as the case may be) all of the following: (i) pay whether or not the transactions contemplated hereby are consummated, for all reasonable and documented out-of-pocket costs and expenses of Lender the Administrative Agent in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Loan Documents and the documents and instruments referred to therein and the syndication of the Commitments, including, without limitation all reasonable and documented out-of-pocket expenses and legal fees of counsel to the Administrative Agent; (ii) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with any amendment, waiver or consent relating to any of the Loan Documents; (iii) all costs and expenses of the Administrative Agent, the Lenders and their Affiliates in connection with the enforcement of any of the Loan Documents or the other documents and instruments referred to therein, including, without limitation, the reasonable fees and disbursements of any individual counsel to Lender, including Rosenman & Colin LLP) in connection with the negotiation, preparation, execution Administrative Agent and delivery of the Loan Documents, in connection with the Borrower's chapter 11 case pending in the Bankruptcy Court, and in connection with the negotiation, documentation and enforcement relating to the DFS Assigned Claim; (ii) pay all reasonable out-of-pocket costs and expenses of any Lender (including, without limitation, the reasonable attorneys' fees and disbursements in connection with the enforcement of, or the preservation allocated costs of rights under, this Agreement and any of the other Loan Documents (including, without limitation, in any bankruptcy, insolvency, reorganization or similar proceedings) and in connection with the Borrower's chapter 11 case pending in the Bankruptcy Court, and in connection with the negotiation, documentation and enforcement relating to the DFS Assigned Claiminternal counsel); (iiiiv) pay and hold Lender harmless from and against any and all present and future stamp and other similar taxes with respect to this Agreement and the other Loan Documents foregoing matters and save Lender the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to Lenderany such indemnified Person) to pay such taxes; (ivv) pay all costs and expenses of creating and perfecting Liens in favor of the Administrative Agent, for the benefit of Secured Creditors, including filing and recording fees relating tofees, expenses and taxes amounts owed pursuant to Article III, search fees, title insurance premiums and other charges incurred fees, expenses and disbursements of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or the Required Lenders may request in connection with, perfecting, maintaining and protecting respect of the Collateral or the Liens created or contemplated to be created pursuant to the Security Documents; (vi) all reasonable and documented costs and fees, expenses and disbursements of any auditors, accountants, consultants or appraisers whether internal or external, in connection with the Collateral or the valuation thereof; and (vvii) indemnify Lender, its officers, directors, employees, representatives all reasonable and agents from documented costs and hold each of them harmless against any and all losses, liabilities, claims, damages, costs or expenses (includingincluding the fees, without limitation, any and all losses, liabilities, claims, damages, costs or expenses arising out of or relating to any Environmental Laws or Environmental Condition) incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (including, without limitation, the Borrower's chapter 11 case pending in the Bankruptcy Court) (whether or not Lender is a party thereto) related to the entering into and/or performance of any Loan Document or the use of the proceeds of any Term Note hereunder or the consummation of any other transactions contemplated in any Loan Document or with respect to the DFS Assigned Claim and the Lender's negotiation, documentation and enforcement thereof, including, without limitation, the reasonable fees and disbursements of counsel incurred (including allocated costs of internal counsel) and of any appraisers, consultants, advisors and agents employed or retained by the Administrative Agent and its counsel) in connection with the custody or preservation of any of the Collateral; provided, however, that with respect to any engagement of counsel hereunder, such counsel shall be limited to one primary counsel for the Administrative Agents and the Lenders, taken as a whole, and if necessary, one local counsel per appropriate jurisdiction (and, in the case of an actual or perceived conflict of interest where the persons affected by such conflict inform the Borrower of such conflict and thereafter retain their own counsel of another firm, one counsel for any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnifiedaffected persons similarly situated as a whole).

Payment of Expenses, etc. Borrower agrees to: Xxxxxx shall: (ia) whether or not the transactions hereby contemplated are consummated, pay all reasonable reasonable, out-of-pocket costs and expenses of Lender the Agent in the administration (both before and after the execution hereof and including reasonable expenses actually incurred relating to advice of counsel as to the rights and duties of the Agent and the Lenders with respect thereto) of, and in connection with the preparation, execution and delivery of, preservation of rights under, enforcement of, and, after a Default or Event of Default, refinancing, renegotiation or restructuring of, this Agreement and the other Credit Documents and the documents and instruments referred to therein, and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees actually incurred and disbursements of counsel to Lender, including Rosenman & Colin LLP) in connection with for the negotiation, preparation, execution and delivery of the Loan Documents, in connection with the Borrower's chapter 11 case pending in the Bankruptcy CourtAgent), and in connection with the negotiationcase of enforcement of this Agreement or any Credit Document after an Event of Default, documentation and enforcement relating to the DFS Assigned Claim; (ii) pay all reasonable such reasonable, out-of-pocket costs and expenses of Lender (including, without limitation, the reasonable fees actually incurred and disbursements of counsel), for any of the Lenders; provided, however, that in no event shall Xxxxxx be obligated to pay any attorneys' fees and disbursements in connection with related expenses incurred by any Lender other than Agent prior to the enforcement of, or the preservation occurrence of rights under, this Agreement and any an Event of the other Loan Documents Default; (including, without limitationb) subject, in any bankruptcythe case of certain Taxes, insolvency, reorganization or similar proceedings) and in connection with the Borrower's chapter 11 case pending in the Bankruptcy Court, and in connection with the negotiation, documentation and enforcement relating to the DFS Assigned Claimapplicable provisions of Section 3.07(b); (iii) , pay and hold Lender each of the Lenders harmless from and against any and all present and future stamp stamp, documentary, and other similar taxes Taxes with respect to this Agreement Agreement, the Revolving Credit Notes and the any other Loan Documents Credit Documents, any collateral described therein, or any payments due thereunder, and save each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to Lender) to pay such taxesTaxes; and (ivc) pay all filing indemnify the Agent and recording fees relating toeach Lender, and taxes and other charges incurred in connection with, perfecting, maintaining and protecting the Liens created or contemplated to be created pursuant to the Security Documents, and (v) indemnify Lender, its their respective officers, directors, employees, representatives and agents from from, and hold each of them harmless against against, any and all costs, losses, liabilities, claims, damages, costs damages or expenses (including, without limitation, any and all losses, liabilities, claims, damages, costs or expenses arising out of or relating to any Environmental Laws or Environmental Condition) incurred by any of them as (whether or not any of them is designated a result of, or party thereto) (an "Indemnitee") arising out of, or in any way related to, of or by reason of, of any investigation, litigation or other proceeding (including, without limitation, the Borrower's chapter 11 case pending in the Bankruptcy Court) (whether or not Lender is a party thereto) related to the entering into and/or performance of any Loan Document actual or the proposed use of the proceeds of any Term Note hereunder of the Revolving Loans or any Credit Party's entering into and performing of the Agreement, the Revolving Credit Notes or the consummation of any other transactions contemplated in any Loan Document or with respect to the DFS Assigned Claim and the Lender's negotiation, documentation and enforcement thereofCredit Documents, including, without limitation, the reasonable fees actually incurred and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding proceeding; provided, however, Xxxxxx shall not be obligated to indemnify any such losses, liabilities, claims, damages or expenses to the extent incurred by reason Indemnitee for any of the foregoing arising out of such Indemnitee's gross negligence or willful misconduct misconduct; (d) without limiting the indemnities set forth in Section 14.04(c), indemnify each Indemnitee for any and all expenses and costs (including without limitation, remedial, removal, response, abatement, cleanup, investigative, closure and monitoring costs), losses, claims (including claims for contribution or indemnity and including the cost of investigating or defending any claim and whether or not such claim is ultimately defeated, and whether such claim arose before, during or after any Credit Party's ownership, operation, possession or control of its business, property or facilities or before, on or after the Person date hereof, and including also any amounts paid incidental to be indemnifiedany compromise or settlement by the Indemnitee or Indemnitees to the holders of any such claim), lawsuits, liabilities, obligations, actions, judgments, suits, disbursements, encumbrances, liens, damages (including without limitation damages for contamination or destruction of natural resources), penalties and fines of any kind or nature whatsoever (including without limitation in all cases the reasonable fees actually incurred, other charges and disbursements of counsel in connection therewith) incurred, suffered or sustained by that Indemnitee based upon, arising under or relating to Environmental Laws based on, arising out of or relating to in whole or in part, the existence or exercise of any rights or remedies by any Indemnitee under this Agreement, any other Credit Document or any related documents. If and to the extent that the obligations of Xxxxxx under this Section 14.04 are unenforceable for any reason, Xxxxxx hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations that is permissible under applicable law.

Payment of Expenses, etc. Borrower agrees to: shall: (ia) whether or not the transactions hereby contemplated are consummated, pay all reasonable reasonable, out-of-pocket costs and expenses of Lender the Agents in the administration (both before and after the execution hereof and including reasonable expenses actually incurred relating to advice of counsel as to the rights and duties of the Agents and the Lenders with respect thereto) of, and in connection with the preparation, execution and delivery of, preservation of rights under, enforcement of, and, after a Default or Event of Default, refinancing, renegotiation or restructuring of, this Agreement and the other Credit Documents and the documents and instruments referred to therein, and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees actually incurred and disbursements of counsel to Lender, including Rosenman & Colin LLP) in connection with for the negotiation, preparation, execution and delivery of the Loan Documents, in connection with the Borrower's chapter 11 case pending in the Bankruptcy CourtAdministrative Agent), and in connection with the negotiationcase of enforcement of this Agreement or any Credit Document after an Event of Default, documentation and enforcement relating to the DFS Assigned Claim; (ii) pay all reasonable such reasonable, out-of-pocket costs and expenses of Lender (including, without limitation, the reasonable fees actually incurred and disbursements of counsel in the amount as provided in the Fee Letter, including without limitation in-house attorneys' fees and disbursements in connection with the enforcement offees), or the preservation of rights under, this Agreement and for any of the other Loan Documents Lenders; (including, without limitationb) subject, in any bankruptcythe case of certain Taxes, insolvency, reorganization or similar proceedings) and in connection with the Borrower's chapter 11 case pending in the Bankruptcy Court, and in connection with the negotiation, documentation and enforcement relating to the DFS Assigned Claimapplicable provisions of Section 4.7(b); (iii) , pay and hold Lender each of the Lenders harmless from and against any and all present and future stamp stamp, documentary, intangible and other similar taxes Taxes with respect to this Agreement Agreement, the Notes and the any other Loan Documents Credit Documents, any collateral described therein, or any payments due thereunder, and save each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to Lender) to pay such taxesTaxes; and (ivc) pay all filing indemnify the Agents and recording fees relating toeach Lender, and taxes and other charges incurred in connection with, perfecting, maintaining and protecting the Liens created or contemplated to be created pursuant to the Security Documents, and (v) indemnify Lender, its their respective officers, directors, employees, representatives and agents from from, and hold each of them harmless against against, any and all costs, losses, liabilities, claims, damages, costs damages or expenses (including, without limitation, any and all losses, liabilities, claims, damages, costs or expenses arising out of or relating to any Environmental Laws or Environmental Condition) incurred by any of them as (whether or not any of them is designated a result of, or party thereto) (an "Indemnitee") arising out of, or in any way related to, of or by reason of, of any investigation, litigation or other proceeding (including, without limitation, the Borrower's chapter 11 case pending in the Bankruptcy Court) (whether or not Lender is a party thereto) related to the entering into and/or performance of any Loan Document actual or the proposed use of the proceeds of any Term Note hereunder of the Loans or any Credit Party's entering into and performing of the Agreement, the Notes, or the consummation of any other transactions contemplated in any Loan Document or with respect to the DFS Assigned Claim and the Lender's negotiation, documentation and enforcement thereofCredit Documents, including, without limitation, the reasonable fees actually incurred and disbursements of counsel (including foreign counsel) incurred in connection with any such investigation, litigation or other proceeding (but excluding proceeding; provided, however, Borrower shall not be obligated to indemnify any such losses, liabilities, claims, damages or expenses to the extent incurred by reason Indemnitee for any of the foregoing arising out of such Indemnitee's gross negligence or willful misconduct misconduct; (d) without limiting the indemnities set forth in subsection (c) above, indemnify each Indemnitee for any and all expenses and costs (including without limitation, remedial, removal, response, abatement, cleanup, investigative, closure and monitoring costs), losses, claims (including claims for contribution or indemnity and including the cost of investigating or defending any claim and whether or not such claim is ultimately defeated, and whether such claim arose before, during or after any Credit Party's ownership, operation, possession or control of its business, property or facilities or before, on or after the date hereof, and including also any amounts paid incidental to any compromise or settlement by the Indemnitee or Indemnitees to the holders of any such claim), lawsuits, liabilities, obligations, actions, judgments, suits, disbursements, encumbrances, liens, damages (including without limitation damages for contamination or destruction of natural resources), penalties and fines of any kind or nature whatsoever (including without limitation in all cases the reasonable fees actually incurred, other charges and disbursements of counsel in connection therewith) incurred, suffered or sustained by that Indemnitee based upon, arising under or relating to Environmental Laws based on, arising out of or relating to in whole or in part, the existence or exercise of any rights or remedies by any Indemnitee under this Agreement, any other Credit Document or any related documents (but excluding those incurred, suffered or sustained by any Indemnitee as a result of any action taken by or on behalf of the Person Lenders with respect to any Subsidiary of Borrower (or the assets thereof) owned or controlled by the Lenders); provided, however, Borrower shall not be indemnified)obligated to indemnify any Indemnitee for any of the foregoing arising out of such Indemnitee's gross negligence or wilful misconduct. If and to the extent that the obligations of Borrower under this Section 11.4 are unenforceable for any reason, Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law.

Payment of Expenses, etc. Borrower agrees to: The Borrowers shall: (a) (i) pay all reasonable out-of-pocket costs and expenses of Lender (including, without limitation, the reasonable fees and disbursements outside legal counsel of counsel to Lender, including Rosenman & Colin LLP) the Agent in connection with the negotiation, preparation, execution and delivery of of, this Agreement and the other Loan Documents, in connection with or any amendment, modification or supplement hereof or thereof, including the Borrower's chapter 11 case pending in documentation required pursuant to Section 3.1(c) and the Bankruptcy Courtclosings contemplated thereunder, and in connection with the negotiation, documentation and enforcement relating to the DFS Assigned Claim; (ii) pay all reasonable out-of-pocket costs and expenses of the Agent and each Lender (including, without limitation, the reasonable attorneys' fees and disbursements in connection with the enforcement of, or the preservation of rights under, enforcement of, and, after the occurrence of a Potential Default or an Event of Default, the refinancing, the renegotiating or the restructuring of, this Agreement and any of the other Loan Documents (including, without limitation, and the documents and instruments referred to herein and therein including in connection with any bankruptcy, insolvency, liquidation, reorganization or similar proceedingsproceeding and any amendment, waiver or consent relating hereto and thereto (including the reasonable fees and disbursements of counsel (including allocated costs of internal counsel) and in connection with for the Borrower's chapter 11 case pending Agent and, in the Bankruptcy Courtcase of enforcement, and in connection with for each of the negotiation, documentation and enforcement relating to the DFS Assigned ClaimLenders); ; (iiib) pay and hold Lender the Agent and each of the Lenders harmless from and against any and all present and future stamp and other similar taxes with respect to this Agreement and the other Loan Documents foregoing matters and save the Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to Lender) to pay such taxes; and (ivc) pay all filing indemnify the Agent and recording fees relating toeach Lender, and taxes and other charges incurred in connection with, perfecting, maintaining and protecting the Liens created or contemplated to be created pursuant to the Security Documents, and (v) indemnify Lender, its their respective officers, directors, employees, representatives and agents from from, and hold each of them harmless against against, any and all out-of-pocket costs, losses, liabilities, claims, damages, costs damages or expenses (including, without limitation, any and all losses, liabilities, claims, damages, costs or expenses arising out of or relating to any Environmental Laws or Environmental Condition) actually incurred by any of them as (whether or not any of them is designated a result of, or party thereto) arising out of, or in any way related to, of or by reason of, of any investigation, litigation or other proceeding (including, without limitation, the Borrower's chapter 11 case pending in the Bankruptcy Court) (whether or not Lender is a party thereto) related to any actual or proposed use by the entering into and/or performance of any Loan Document or the use Borrowers of the proceeds of any Term Note hereunder of the Loans or the consummation Borrowers entering into and performing of any other transactions contemplated in any the Loan Document Documents to which they are a party, or with respect to arising out of the DFS Assigned Claim and creation Acceptances or the Lender's negotiation, documentation and enforcement thereof, including, without limitation, Acceptance Obligations including the reasonable fees and disbursements of counsel (including allocated costs of internal counsel) incurred in connection with any such investigation, litigation or other proceeding (but excluding proceeding; provided that neither the Agent nor any such losses, liabilities, claims, damages or expenses Lender shall have the right to the extent incurred by reason of the be indemnified hereunder for its own gross negligence or willful misconduct misconduct. If and to the extent that the obligations of the Person Borrowers under this Section 8.4 are unenforceable for any reason, the Borrowers hereby agrees to be indemnified)make the maximum contribution to the payment and satisfaction of such obligations that is permissible under applicable law.

Payment of Expenses, etc. Borrower agrees to: (ia) to pay or reimburse Lender for all of Xxxxxx’s reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Operative Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of Lender (includingthe transactions contemplated hereby and thereby, without limitation, including the reasonable fees and disbursements of counsel to LenderLender and filing and recording fees and expenses, including Rosenman & Colin LLP(b) in connection with the negotiation, preparation, execution and delivery of the Loan Documents, in connection with the Borrower's chapter 11 case pending in the Bankruptcy Court, and in connection with the negotiation, documentation and enforcement relating to the DFS Assigned Claim; (ii) pay or reimburse Lender for all reasonable out-of-pocket costs and expenses of incurred by Lender (including, without limitation, the reasonable attorneys' fees and disbursements in connection with the enforcement ofor preservation of any rights under this Agreement, the other Operative Documents and any such other documents, including the fees and disbursements of counsel to Lender, (c) to pay, indemnify, and hold Lender and its Related Parties harmless from, any and all recording and filing fees and any and all liabilities with respect to, or the preservation of rights underresulting from any delay in paying, this Agreement stamp, excise and any other taxes (other than those of the other Loan Documents (includingnature of an income tax), without limitationif any, in any bankruptcy, insolvency, reorganization that may be payable or similar proceedings) and determined to be payable in connection with the Borrower's chapter 11 case pending execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement and modification of, or any waiver or consent under or in respect of, this Agreement, the Bankruptcy Courtother Operative Documents and any such other documents and (d) to pay, and in connection with the negotiationindemnify, documentation and enforcement relating to the DFS Assigned Claim); (iii) pay and hold Lender and its Related Parties (each, an “Indemnitee”) harmless and defend them from and against any and all present and future stamp and other similar taxes with respect to this Agreement and the other Loan Documents and save Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to Lender) to pay such taxes; (iv) pay all filing and recording fees relating to, and taxes and other charges incurred in connection with, perfecting, maintaining and protecting the Liens created or contemplated to be created pursuant to the Security Documents, and (v) indemnify Lender, its officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claimsobligations, losses, damages, costs or penalties, actions, judgments, suits, costs, expenses (including, without limitation, any and all losses, liabilities, claims, damages, costs or expenses arising out of or relating to any Environmental Laws or Environmental Condition) incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (including, without limitation, the Borrower's chapter 11 case pending in the Bankruptcy Court) (whether or not Lender is a party thereto) related subject to the entering into and/or performance of any Loan Document or the use of the proceeds of any Term Note hereunder or the consummation of any other transactions contemplated in any Loan Document or with respect to the DFS Assigned Claim and the Lender's negotiation, documentation and enforcement thereof, including, without limitationsecond succeeding proviso, the reasonable fees and disbursements of counsel incurred in connection legal counsel) or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Operative Documents and any such investigationother documents, litigation or other proceeding including any of the foregoing relating to the use of proceeds of the Loans (but excluding all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); provided that Borrower shall have no obligation hereunder to any such losses, liabilities, claims, damages or expenses Indemnitee with respect to Indemnified Liabilities to the extent incurred such Indemnified Liabilities are found by reason a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence negligence, bad faith or willful misconduct of such Indemnitee; provided, further, that Borrower shall not be obligated to pay, indemnify or hold harmless any Indemnitee if such Indemnitee (1) does not provide reasonably prompt notice to Borrower of any claim for which indemnification is sought; provided that the Person failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure or (2) makes any admissions of liability or incurs any significant expenses after receiving actual written notice of the claim, or agrees to any settlement without the written consent of Xxxxxxxx, which consent shall not be indemnified)unreasonably withheld. Borrower may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the Indemnitees (which counsel shall be reasonably satisfactory to the Indemnitees) controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (x) Borrower may not agree to any settlement involving any Indemnitee that contains any element other than the payment of money and complete indemnification of the Indemnitee without the prior written consent of the affected Indemnitee and (y) Borrower shall engage and pay the reasonable expenses of separate counsel for the Indemnitee to the extent that the interests of the Indemnitee are in conflict with those of Borrower. Borrower shall be responsible to pay the reasonable fees of such separate legal counsel if such a conflict exists. The agreements in this Section 8.5 shall survive repayment of the Loans and all other amounts payable hereunder.

Payment of Expenses, etc. The Borrower agrees toshall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Lender (including, without limitation, the reasonable fees and disbursements of Lathxx & Xatkxxx xxx local counsel to Lenderand all appraisal fees, including Rosenman & Colin LLPtrustee's fees, documentary and recording taxes, title insurance and recording, filing and other expenses) in connection with the negotiation, preparation, execution and delivery of this Agreement, the Loan Documentsother Credit Documents and all other documents, in connection with the Borrower's chapter 11 case pending in the Bankruptcy Courtagreements and instruments referred to herein, therein and in connection with the negotiationTransaction and any amendment, documentation waiver or consent relating hereto or thereto, and enforcement of the Lender (and of Bankers Trust Company to the extent relating to Existing Letters of Credit) in connection with the DFS Assigned Claim; (ii) pay all reasonable out-of-pocket costs enforcement of this Agreement and expenses of Lender the other Credit Documents and the documents and instruments referred to herein and therein (including, without limitation, the reasonable attorneys' fees and disbursements of counsel (including allocated costs of in-house counsel) for the Lender and Bankers Trust Company in connection with the enforcement of, or the preservation of rights under, this Agreement and any case of the other Loan Documents (including, without limitation, in any bankruptcy, insolvency, reorganization or similar proceedings) and in connection with the Borrower's chapter 11 case pending in the Bankruptcy Court, and in connection with the negotiation, documentation and enforcement relating to the DFS Assigned ClaimExisting Letters of Credit); (iiiii) pay and hold the Lender (and Bankers Trust Company with respect to Existing Letters of Credit) harmless from and against any and all present and future stamp stamp, excise and other similar taxes with respect to this Agreement and the other Loan Documents foregoing matters and save the Lender (and Bankers Trust Company with respect to Existing Letters of Credit) harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to Lenderthe Lender or Bankers Trust Company) to pay such taxes; (iv) pay all filing and recording fees relating to, and taxes and other charges incurred in connection with, perfecting, maintaining and protecting the Liens created or contemplated to be created pursuant to the Security Documents, and (viii) indemnify Lender, the Lender (and Bankers Trust Company with respect to Existing Letters of Credit) and its officers, directors, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages, penalties, claims, damagesactions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys' (including allocated costs or expenses (including, without limitation, any of in-house counsel) and all losses, liabilities, claims, damages, costs or expenses arising out of or relating to any Environmental Laws or Environmental Conditionconsultants' fees and disbursements) incurred by by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (including, without limitation, the Borrower's chapter 11 case pending in the Bankruptcy Court) (whether or not the Lender or Bankers Trust Company is a party thereto) related to the entering into and/or performance of this Agreement or any Loan other Credit Document or the use of any Letter of Credit or the proceeds of any Term Note hereunder Revolving Loans or the consummation of any other transactions contemplated herein (or in any Loan other Credit Document or with respect to the DFS Assigned Claim and exercise of any of their rights or remedies provided herein or in the Lender's negotiationother Credit Documents), documentation and enforcement thereofor (b) the actual or alleged presence of Hazardous Materials in the air, includingsurface water or groundwater or on the surface or subsurface of any Real Property owned, without limitationleased or at any time operated by any Credit Party or any of their Subsidiaries, the reasonable fees and disbursements of counsel incurred in connection with any such investigationRelease, litigation or other proceeding (but excluding any such lossesgeneration, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified).storage,

Payment of Expenses, etc. Borrower agrees to: shall: (ia) whether or not the transactions hereby contemplated are consummated, pay all reasonable reasonable, out-of-pocket costs and expenses (including travel costs and attorneys' fees) of Lender the Agent in the administration (both before and after the execution hereof and including reasonable expenses actually incurred relating to advice of counsel as to the rights and duties of the Agent and the Lenders with respect thereto) of, and in connection with the preparation, execution and delivery of, preservation of rights under, enforcement of, and, after a Default or Event of Default, refinancing, renegotiation or restructuring of, this Agreement and the other Credit Documents and the documents and instruments referred to therein, and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees actually incurred and disbursements of counsel to Lender, including Rosenman & Colin LLP) in connection with for the negotiation, preparation, execution and delivery of the Loan Documents, in connection with the Borrower's chapter 11 case pending in the Bankruptcy CourtAgent), and in connection with the negotiationcase of enforcement of this Agreement or any Credit Document after the occurrence and during the continuance of an Event of Default, documentation and enforcement relating to the DFS Assigned Claim; (ii) pay all reasonable such reasonable, out-of-pocket costs and expenses of Lender (including, without limitation, the reasonable attorneys' fees actually incurred and disbursements in connection with the enforcement ofof counsel), or the preservation of rights under, this Agreement and for any of the other Loan Documents Lenders. As of the Closing, but excluding all Upfront Fees, the out-of-pocket costs and expenses (including, without limitationincluding travel costs and attorneys fees) to close the transactions shall not exceed $75,000.; (b) subject, in any bankruptcythe case of certain Taxes, insolvency, reorganization or similar proceedings) and in connection with the Borrower's chapter 11 case pending in the Bankruptcy Court, and in connection with the negotiation, documentation and enforcement relating to the DFS Assigned Claimapplicable provisions of Section 4.7(b); (iii) , pay and hold Lender each of the Lenders harmless from and against any and all present and future stamp stamp, documentary, intangible and other similar taxes Taxes with respect to this Agreement Agreement, the Notes and the any other Loan Documents Credit Documents, any collateral described therein, or any payments due thereunder, including interest and penalties and save each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to Lender) of Borrower to pay such taxesTaxes, provided, however, nothing contained in this subsection shall obligate the Borrower to pay any taxes based on the overall income of the Lenders; and (ivc) pay all filing indemnify the Agent and recording fees relating toeach Lender, and taxes and other charges incurred in connection with, perfecting, maintaining and protecting the Liens created or contemplated to be created pursuant to the Security Documents, and (v) indemnify Lender, its their respective officers, directors, employees, representatives and agents from from, and hold each of them harmless against against, any and all costs, losses, liabilities, claims, damages, costs damages or expenses (including, without limitation, any and all losses, liabilities, claims, damages, costs or expenses arising out of or relating to any Environmental Laws or Environmental Condition) incurred by any of them as (whether or not any of them is designated a result of, or party thereto) (an "Indemnitee") arising out of, or in any way related to, of or by reason of, of any investigation, litigation or other proceeding (including, without limitation, the Borrower's chapter 11 case pending in the Bankruptcy Court) (whether or not Lender is a party thereto) related to the entering into and/or performance of any Loan Document actual or the proposed use of the proceeds of any Term Note hereunder of the Loans or any Credit Party's entering into and performing of the Agreement, the Notes, or the consummation of any other transactions contemplated in any Loan Document or with respect to the DFS Assigned Claim and the Lender's negotiation, documentation and enforcement thereofCredit Documents, including, without limitation, the reasonable fees actually incurred and disbursements of counsel (including foreign counsel) incurred in connection with any such investigation, litigation or other proceeding (but excluding proceeding; provided, however, Borrower shall not be obligated to indemnify any such losses, liabilities, claims, damages or expenses to the extent incurred by reason Indemnitee for any of the foregoing arising out of such Indemnitee's gross negligence or willful misconduct or the breach by the Indemnitee of its obligations under this Agreement; (d) without limiting the indemnities set forth in subsection (c) above, indemnify each Indemnitee for any and all expenses and costs (including without limitation, remedial, removal, response, abatement, cleanup, investigative, closure and monitoring costs), losses, claims (including claims for contribution or indemnity and including the cost of investigating or defending any claim and whether or not such claim is ultimately defeated, and whether such claim arose before, during or after any Credit Party's ownership, operation, possession or control of its business, property or facilities or before, on or after the date hereof, and including also any amounts paid incidental to any compromise or settlement by the Indemnitee or Indemnitees to the holders of any such claim), lawsuits, liabilities, obligations, actions, judgments, suits, disbursements, encumbrances, liens, damages (including without limitation damages for contamination or destruction of natural resources), penalties and fines of any kind or nature whatsoever (including without limitation in all cases the reasonable fees actually incurred, other charges and disbursements of counsel in connection therewith) incurred, suffered or sustained by that Indemnitee based upon, arising under or relating to Environmental Laws based on, arising out of or relating to in whole or in part, the existence or exercise of any rights or remedies by any Indemnitee under this Agreement, any other Credit Document or any related documents (but excluding those incurred, suffered or sustained by any Indemnitee as a result of any action taken by or on behalf of the Person Lenders with respect to Borrower or any Subsidiary of Borrower (or the assets thereof) owned or controlled by the Lender). The indemnity permitted in this clause (d) shall (i) not apply as to any Indemnity to any costs or expenses in connection with any condition, suspected condition, threatened condition or alleged condition which first arises and occurs after said Indemnitee Lender succeeds to the ownership of, takes possession of or operates the business or any property of the Borrower or any of its Subsidiaries, and (ii) in the case of cleanup, investigative, closure and monitoring costs concerning or relating to Hazardous Materials or any Environmental Laws shall only apply after an Event of Default has occurred and is continuing provided that the Credit Party is then undertaking and fulfilling all its obligations under this Agreement and Environmental Laws with respect to said cleanup, investigation, closure and monitoring. (e) If any claim for which an Indemnitee is entitled to indemnity is asserted against such Indemnitee by a third party, such Indemnitee shall promptly give Borrower notice thereof and give Borrower an opportunity to defend the same with counsel of Borrower's choice subject to the Agent's approval, which will not be indemnified)unreasonably withheld, at Borrower's expense. All Indemnitees shall provide reasonable cooperation in connection with such defense. In the event that Borrower desires to compromise or settle any such claim, all Indemnitee shall have the right to consent to such settlement or compromise; provided, however, that if such compromise or settlement is for money damages only (paid by Borrower in full) and will include a full release and discharge of such Indemnitee, and such Indemnitee withholds its consent to such compromise or settlement, such Indemnitee and Borrower agree that (1) Borrower's liability shall be limited to the amount of the proposed settlement and Borrower shall thereupon be relieved of any further liability with respect to such claim, and (2) from and after such date, such Indemnitee will undertake all legal costs and expenses in connection with any such claim. If and to the extent that the obligations of Borrower under this Section 11.4 are unenforceable for any reason, Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law.

Payment of Expenses, etc. Borrower agrees toThe Company shall: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of Lender the Purchasers and the Agent (including, without limitation, the reasonable fees and disbursements of Milbank, Tweed, Xxxxxx & XxXxxx LLP and local counsel) in connec- tion with the preparation, execution and delivery of this Agreement and the other Transaction Documents and the documents and instruments referred to herein and therein, (ii) pay for all reasonable out-of-pocket expenses incurred by the Holders and the Agent in connection with any amendment, waiver or consent relating hereto or thereto (whether or not such amendment, waiver or consent shall become effective), and, after an Event of Default, reimburse the Holders and the Agent for all costs and expenses, including reasonable attorneys' fees (including allocated costs of internal counsel) and costs of settlement incurred in connection with the enforcement of this Agreement, the LLC Agreement, the Unitholders Agreement, the other Transaction Documents and the documents and instruments referred to herein and therein or the collection of any amounts due under any Transaction Documents including pursuant to any insolvency or bankruptcy proceedings (including, without limitation, the reasonable fees and disbursements of counsel to Lender, (including Rosenman & Colin LLPin-house counsel) in connection with for the negotiation, preparation, execution Holders and delivery of the Loan Documents, in connection with the Borrower's chapter 11 case pending in the Bankruptcy Court, and in connection with the negotiation, documentation and enforcement relating to the DFS Assigned Claim; (ii) pay all reasonable out-of-pocket costs and expenses of Lender (including, without limitation, the reasonable attorneys' fees and disbursements in connection with the enforcement of, or the preservation of rights under, this Agreement and any of the other Loan Documents (including, without limitation, in any bankruptcy, insolvency, reorganization or similar proceedings) and in connection with the Borrower's chapter 11 case pending in the Bankruptcy Court, and in connection with the negotiation, documentation and enforcement relating to the DFS Assigned ClaimAgent); (iii) pay and hold Lender the Holders and the Agent harmless from and against any and all present and future stamp stamp, excise and other similar taxes with respect to this Agreement the foregoing matters and save the Holders and the other Loan Documents and save Lender Agent harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to Lenderthe Holders and the Agent) to pay such taxes; and (iv) pay all filing indemnify the Holders and recording fees relating tothe Agent, and taxes and other charges incurred in connection with, perfecting, maintaining and protecting the Liens created or contemplated to be created pursuant to the Security Documents, and (v) indemnify Lender, its their respective officers, directors, trustees, employees, representatives and agents from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, liabilitiesdamages, penalties, claims, damagesactions, costs or judgments, suits, costs, expenses and disbursements (including, without limitation, any including reasonable attorneys' and all losses, liabilities, claims, damages, costs or expenses arising out of or relating to any Environmental Laws or Environmental Conditionconsultants' fees and disbursements) incurred by by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (including, without limitation, the Borrower's chapter 11 case pending in the Bankruptcy Court) (whether or not Lender any Holder or the Agent is a party thereto) related to the entering into and/or performance of this Agreement or any Loan other Transaction Document or the LLC Agreement, the Unitholders Agreement or the Restructuring Agreement or the use of the any proceeds of any Term Note Notes hereunder or the consummation of any other transactions contemplated herein (including, without limitation, the Transactions), or in any Loan Document other Transaction Document, or (b) the exercise of any of their rights or remedies provided herein or in the other Transaction Documents, or (c) the actual or alleged presence or Release of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property or at or emanating from any facility or equipment owned or at any time operated by the Company or any of its Subsidiaries, the generation, storage, transportation, handling, disposal or Release of Hazardous Materials by any Restricted Party at any location, whether or not owned or operated by the Company or any of its Subsidiaries, the noncompliance by any Restricted Party or of any Real Property owned or operated by any Restricted Party with respect to Environmental Laws, or any Environmental Claim asserted against the DFS Assigned Claim and Company, any of its Subsidiaries or any Real Property owned or at any time operated by the Lender's negotiation, documentation and enforcement thereofCompany or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other consultants incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence negli- gence or willful misconduct of the Person to be indemnified). To the extent that the undertaking to indemnify, pay or hold harmless the Holders set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Company shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding anything to the contrary in this Section 14.01, the indemnification and contribution provisions of the Restated Shareholders Agreement and/or the Unitholders Agreement shall govern any claim made with respect to registration statements filed pursuant thereto or sale made thereunder.

Payment of Expenses, etc. Borrower Each Credit Party agrees toto pay (or reimburse the Administrative Agent, the Lenders, the Lead Arrangers or their Affiliates or branches, as the case may be) all of the following: (i) pay whether or not the transactions contemplated hereby are consummated, for all reasonable out-of-pocket costs and expenses of Lender (including, without limitation, the reasonable fees and disbursements of counsel to Lender, including Rosenman & Colin LLP) Administrative Agent in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Loan Documents, in connection with Documents and the Borrower's chapter 11 case pending in documents and instruments referred to therein and the Bankruptcy Court, and in connection with syndication of the negotiation, documentation and enforcement relating to the DFS Assigned ClaimCommitments; (ii) pay all reasonable out-of-pocket costs and expenses of Lender the Administrative Agent in connection with any amendment, waiver or consent relating to any of the Loan Documents; (including, without limitationiii) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the reasonable attorneys' fees Lenders and disbursements their Affiliates and branches in connection with the enforcement of, or the preservation of rights under, this Agreement and any of the other Loan Documents (or the other documents and instruments referred to therein, including, without limitation, in any bankruptcythe case of clauses (i), insolvency, reorganization or similar proceedings(ii) and (iii) of this Section 10.01, the reasonable and documented out-of-pocket fees and disbursements of one counsel to the Administrative Agent and PNC Capital Markets LLC, and the Lenders, taken as a whole, and of one local counsel in connection with the Borrower's chapter 11 case pending in the Bankruptcy Courtany relevant jurisdiction, separate litigation or bankruptcy counsel, and in connection with the negotiationcase of an actual or perceived conflict of interest, documentation and enforcement relating of one additional counsel to the DFS Assigned Claimaffected parties, taken as a whole); (iiiiv) pay and hold Lender harmless from and against any and all present and future stamp and other similar taxes with respect to this Agreement and the other Loan Documents foregoing matters and save Lender the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to Lenderany such indemnified Person) to pay such taxes; (ivv) pay all the actual costs and expenses of creating and perfecting Liens in favor of the Administrative Agent, for the benefit of Secured Creditors, including filing and recording fees relating tofees, expenses and taxes amounts owed pursuant to Article III, search fees, title insurance premiums and other charges incurred fees, expenses and disbursements of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or the Required Lenders may request in connection with, perfecting, maintaining and protecting respect of the Collateral or the Liens created or contemplated to be created pursuant to the Security Documents; (vi) all the actual reasonable costs and fees, and (v) indemnify Lender, its officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages, costs or expenses (including, without limitation, any and all losses, liabilities, claims, damages, costs or expenses arising out of or relating to any Environmental Laws or Environmental Condition) incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (including, without limitation, the Borrower's chapter 11 case pending in the Bankruptcy Court) (whether or not Lender is a party thereto) related to the entering into and/or performance of any Loan Document or the use of the proceeds of any Term Note hereunder or the consummation of any other transactions contemplated in any Loan Document or with respect to the DFS Assigned Claim and the Lender's negotiation, documentation and enforcement thereof, including, without limitation, the reasonable fees and disbursements of counsel any auditors, accountants, consultants or appraisers whether internal or external to the extent incurred in connection with any such investigationaction for which the Administrative Agent is entitled to expense reimbursement; and (vii) all the actual costs and expenses (including the fees, litigation expenses and disbursements of counsel and of any appraisers, consultants, advisors and agents employed or other proceeding (but excluding retained by the Administrative Agent and its counsel) in connection with the custody or preservation of any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified)Collateral.

Payment of Expenses, etc. Borrower agrees to: (ia) Whether or not the transactions contemplated hereby are consummated, the Borrowers agree to pay (or reimburse the Administrative Agent for) all reasonable out-of-pocket costs and expenses of Lender (the Administrative Agent in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Credit Documents and the documents and instruments referred to therein and the syndication of the Commitments, including, without limitation, the reasonable fees and disbursements of counsel to Lenderthe Administrative Agent. (b) The Borrowers agree to pay (or reimburse the Administrative Agent, including Rosenman & Colin LLPthe Lenders and their Affiliates for) in connection with the negotiation, preparation, execution and delivery of the Loan Documents, in connection with the Borrower's chapter 11 case pending in the Bankruptcy Court, and in connection with the negotiation, documentation and enforcement relating to the DFS Assigned Claim; (ii) pay all reasonable out-of-pocket costs and expenses of Lender (the Administrative Agent, the Lenders and their Affiliates in connection with any amendment, waiver, consent or other modification of or relating to any of the Credit Documents, including, without limitation, the reasonable attorneys' fees and disbursements of counsel to the Administrative Agent. (c) The Borrowers agree to pay (or reimburse the Administrative Agent, the Lenders and their Affiliates for) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their Affiliates in connection with the enforcement of, or the preservation of rights under, this Agreement and any of the Credit Documents or the other Loan Documents (documents and instruments referred to therein, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent. (d) Without limitation of the preceding Section 12.1(c), in any the event of the bankruptcy, insolvency, reorganization rehabilitation or other similar proceedings) proceeding in respect of the Borrower or any of its Subsidiaries, the Borrowers agree to pay all costs of collection and defense, including reasonable attorneys' fees in connection therewith and in connection with the Borrower's chapter 11 case pending in the Bankruptcy Courtany appellate proceeding or post-judgment action involved therein, which shall be due and in connection payable together with the negotiation, documentation and enforcement relating all required service or use taxes. (e) The Borrowers agree to the DFS Assigned Claim); (iii) pay and hold Lender the Administrative Agent and each of the Lenders harmless from and against any and all present and future stamp and other similar taxes with respect to this Agreement and the other Loan Documents foregoing matters and save Lender the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to Lenderany such indemnified person) to pay such taxes; . (ivf) pay all filing and recording fees relating toThe Borrowers agree to indemnify the Administrative Agent, each Lender, and taxes and other charges incurred in connection withtheir respective Related Parties (collectively, perfecting, maintaining and protecting the Liens created or contemplated to be created pursuant to the Security Documents, and (v"Indemnitees") indemnify Lender, its officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages, costs damages or expenses (including, without limitation, any and all losses, liabilities, claims, damages, costs or expenses arising out of or relating to any Environmental Laws or Environmental Condition) reasonably incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, (i) any investigation, litigation or other proceeding (including, without limitation, the Borrower's chapter 11 case pending in the Bankruptcy Court) (whether or not any Lender is a party thereto) related to the entering into and/or performance of any Loan Credit Document or the use of the proceeds of any Term Note Loans hereunder or the consummation of any other transactions contemplated in any Loan Document Credit Document, or (ii) the actual or with alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned, leased or at any time operated by any Borrower or any of its Subsidiaries, the release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by any Borrower or any of its Subsidiaries, if such Borrower or any such Subsidiary could have or is alleged to have any responsibility in respect to the DFS Assigned Claim and the Lender's negotiation, documentation and enforcement thereof, the non-compliance of any such Real Property with foreign, federal, state and local laws, regulations and ordinances (including applicable permits thereunder) applicable thereto, or any Environmental Claim asserted against such Borrower or any of its Subsidiaries, in respect of any such Real Property, including, in each case, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person person to be indemnifiedindemnified or of any other Indemnitee who is such person or an Affiliate of such person). To the extent that the undertaking to indemnify, pay or hold harmless any person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrowers shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that is permissible under applicable law.

Payment of Expenses, etc. Borrower (A) The Company agrees to: (i) to pay or reimburse CoBank for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution of Lender this Agreement and the other Credit Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs (including, without limitation, the reasonable fees and disbursements expenses of Xxxxxxx & Xxxxxx L.L.C., special counsel to LenderCoBank), including Rosenman & Colin LLPand (ii) to pay or reimburse CoBank for all costs and expenses incurred in connection with the negotiationenforcement, preparationattempted enforcement, execution or preservation of any rights or remedies under this Agreement or the other Credit Documents (including all such costs and delivery expenses incurred during any “workout” or restructuring in respect of the Loan DocumentsCompany Obligations and during any legal proceeding, in connection with including any bankruptcy or insolvency proceeding of the Borrower's chapter 11 case pending in the Bankruptcy CourtCompany), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and in connection with the negotiation, documentation and enforcement relating to the DFS Assigned Claim; (ii) pay all reasonable other out-of-pocket costs expenses incurred by CoBank and expenses the cost of Lender (including, without limitationindependent public accountants and other outside experts retained by CoBank. All amounts due under this Section 8.06(A) shall be payable within ten Business Days after written notice is provided to the Company demanding payment therefor. In addition, the reasonable attorneys' fees Company will pay all taxes (including interest and disbursements penalties) that may be payable in connection with respect of the enforcement execution and delivery of this Agreement or any other Credit Documents or of any amendment of, or the preservation of rights underwaiver or consent under or with respect to, this Agreement or any other Credit Document, and will hold CoBank harmless against any loss or liability resulting from nonpayment or delay in payment of any such tax. The obligations of the other Loan Documents Company under this Section 8.06 shall survive the payment of the Loans. (includingB) Whether or not the transactions contemplated hereby are consummated, without limitation, in any bankruptcy, insolvency, reorganization or similar proceedings) and in connection with the Borrower's chapter 11 case pending in the Bankruptcy Court, and in connection with the negotiation, documentation and enforcement relating to the DFS Assigned Claim); (iii) pay Company shall indemnify and hold Lender harmless the Indemnities from and against any and all present and future stamp and other similar taxes with respect to this Agreement and the other Loan Documents and save Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to Lender) to pay such taxes; (iv) pay all filing and recording fees relating toliabilities, and taxes and other charges incurred in connection withobligations, perfecting, maintaining and protecting the Liens created or contemplated to be created pursuant to the Security Documents, and (v) indemnify Lender, its officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilitiesdamages, penalties, claims, damagesdemands, costs actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs) of any kind or expenses (includingnature whatsoever which may at any time be imposed on, without limitation, incurred by or asserted against any and all losses, liabilities, claims, damages, costs such Indemnitee in any way relating to or expenses arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Credit Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any commitment or any Loan, (c) any actual or alleged presence or release of hazardous materials on or from any property currently or formerly owned or operated by the Company, any Subsidiary of the Company, or any liability resulting from any actual or alleged violation of Environmental Laws related in any way to the Company, any Subsidiary of the Company or (d) any actual or prospective claim, litigation, investigation or proceeding relating to any Environmental Laws of the foregoing, whether based on contract, tort or Environmental Condition) incurred by any of them as a result other theory (including any investigation of, or arising out ofpreparation for, or in defense of any way related topending or threatened claim, or by reason of, any investigation, litigation or other proceeding proceeding) and regardless of whether any Indemnitee is a party thereto (includingall the foregoing, without limitationcollectively, the Borrower's chapter 11 case pending “Indemnified Liabilities”), in the Bankruptcy Court) (all cases, whether or not Lender is a party thereto) related caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the entering into and/or performance of any Loan Document or the use of the proceeds of any Term Note hereunder or the consummation of any other transactions contemplated in any Loan Document or with respect to the DFS Assigned Claim and the Lender's negotiationextent that such liabilities, documentation and enforcement thereofobligations, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilitiesdamages, penalties, claims, damages demands, actions, judgments, suits, costs, expenses or expenses disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to the extent incurred by reason of have resulted from the gross negligence or willful misconduct of such Indemnitee. No Indemnitee shall be liable for any indirect or consequential damages relating to this Agreement or any other Credit Document or arising out of its activities in connection herewith or therewith (whether before or after the Person Closing Date). All amounts due under this Section 8.06(B) shall be payable within ten Business Days after written notice is provided to be indemnified)the Company demanding payment therefor. The agreements in this Section shall survive the termination of any commitment provided under a Supplement and the repayment, satisfaction or discharge of all Company Obligations.

Payment of Expenses, etc. Borrower Each Credit Party agrees toto pay (or reimburse the Administrative Agent, the Lenders or their Affiliates, as the case may be) all of the following: (i) pay whether or not the transactions contemplated hereby are consummated, for all reasonable out-of-pocket costs and expenses of Lender the Administrative Agent in connection with the negotiation, preparation, syndication, administration and execution and delivery of the Loan Documents and the documents and instruments referred to therein and the syndication of the Commitments; (ii) all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with any amendment, waiver or consent relating to any of the Loan Documents; (iii) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Lenders and their Affiliates in connection with the enforcement of any of the Loan Documents or the other documents and instruments referred to therein, including, without limitation, the reasonable fees and disbursements of any individual counsel to the Administrative Agent and any Lender, including Rosenman & Colin LLP) in connection with the negotiation, preparation, execution and delivery of the Loan Documents, in connection with the Borrower's chapter 11 case pending in the Bankruptcy Court, and in connection with the negotiation, documentation and enforcement relating to the DFS Assigned Claim; (iiiv) pay all reasonable out-of-pocket costs and expenses of Lender (including, without limitation, the reasonable attorneys' fees and disbursements in connection with the enforcement of, or the preservation of rights under, this Agreement and any of the other Loan Documents (including, without limitation, in any bankruptcy, insolvency, reorganization or similar proceedings) and in connection with the Borrower's chapter 11 case pending in the Bankruptcy Court, and in connection with the negotiation, documentation and enforcement relating to the DFS Assigned Claim); (iii) pay and hold Lender harmless from and against any and all present and future stamp and other similar taxes with respect to this Agreement and the other Loan Documents foregoing matters and save Lender the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to Lenderany such indemnified Person) to pay such taxes; (ivv) pay all the actual costs and expenses of creating and perfecting Liens in favor of the Administrative Agent, for the 91 benefit of Secured Creditors, including filing and recording fees relating tofees, expenses and taxes amounts owed pursuant to Article III, search fees, title insurance premiums and other charges incurred fees, expenses and disbursements of counsel to the Administrative Agent and of counsel providing any opinions that the Administrative Agent or the Required Lenders may request in connection with, perfecting, maintaining and protecting respect of the Collateral or the Liens created or contemplated to be created pursuant to the Security Documents; (vi) all the actual costs and fees, expenses and disbursements of any auditors, accountants, consultants or appraisers whether internal or external; and (vvii) indemnify Lender, its officers, directors, employees, representatives all the actual costs and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages, costs or expenses (includingincluding the fees, without limitation, any and all losses, liabilities, claims, damages, costs or expenses arising out of or relating to any Environmental Laws or Environmental Condition) incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (including, without limitation, the Borrower's chapter 11 case pending in the Bankruptcy Court) (whether or not Lender is a party thereto) related to the entering into and/or performance of any Loan Document or the use of the proceeds of any Term Note hereunder or the consummation of any other transactions contemplated in any Loan Document or with respect to the DFS Assigned Claim and the Lender's negotiation, documentation and enforcement thereof, including, without limitation, the reasonable fees and disbursements of counsel incurred (including allocated costs of internal counsel) and of any appraisers, consultants, advisors and agents employed or retained by the Administrative Agent and its counsel) in connection with the custody or preservation of any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified)Collateral.